Mandatory Prepayment or Additional Collateral Clause Samples

Mandatory Prepayment or Additional Collateral. (i) Notwithstanding any term, condition or provision of this Agreement to the contrary, if at any time the unpaid principal balance outstanding under the Notes shall exceed the Loan-to-Value Amount (any such excess referred to in this paragraph (f)(i) as the “Excess”), then the Debtor shall immediately upon obtaining knowledge thereof notify the Agent in writing of such fact (detailing the reasons therefor) and within three (3) Business Days of such notice either (A) prepay the Notes in an amount equal to the amount of such Excess, together with accrued and unpaid interest on such amount and any Breakage Amount and Increased Cost Amount, if applicable, or (B) grant to the Agent a lien or liens in accordance with Sections 4 and 7 of this Agreement on such additional railroad rolling stock constituting Eligible Equipment so that, immediately after giving effect to the granting of such lien or liens in favor of the Agent, the aggregate unpaid principal balance of the Loans outstanding under the Notes shall be equal to or less than the Loan-to-Value Amount. Each such prepayment made pursuant to this Section 2(f)(i) shall be accompanied by an Officer’s Certificate of the Debtor stating (x) that such prepayment is being made pursuant to this Section 2(f)(i) and (y) after giving effect to the prepayment that is the subject of such notice, the amount outstanding under the Notes does not exceed the Loan-to-Value Amount, and demonstrating in sufficient detail all calculations in making such determination. In the event the Debtor shall grant to the Agent additional lien or liens pursuant to clause (ii) of this Section 2(f)(i), the Debtor shall deliver to each of the Agent an Officer’s Certificate that (1) states that the Officer’s Certificate is being delivered pursuant to this Section 2(f)(i), (2) describes the additional rolling stock on which the Debtor has granted the Agent a lien or liens, (3) shall be accompanied by all appropriate documentation required under this Agreement in order to effectuate such grant, including (without limitation) supplements to this Agreement and such evidence as to Equipment Value of such additional rolling stock as requested by the Agent, and (4) shows in reasonable detail all calculations necessary to demonstrate the Debtor is in compliance with this Section 2(f)(i). (ii) Notwithstanding any term, condition or provision of this Agreement to the contrary, if at any time the Appraisal for Equipment included under subsection (b) of th...