Common use of Optional Reinvestment Account Clause in Contracts

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received. (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager accompanied by a written statement of the Manager that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds.

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into in the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received. (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a3.07(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar AcquisitionAcquisition or disburses all or a portion of the Purchase Price of a Optional Modification or Required Modification to a Supplier, the Indenture Trustee, at the written direction of the Manager accompanied by a written statement of the Manager that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the [Asset Transfer Agreement Agreement] have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice)Period. All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a3.11(a) or otherwise, except for distribution in accordance with the Flow of Funds.

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not no later than the last end of the Business Day immediately preceding the later of (i) the date of any Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (ii) the date on which the relevant Net Disposition Proceeds therefrom are receivedreceived from such Permitted Railcar Disposition, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Permitted Railcar Disposition or Purchase Option Disposition(as specified in such notice), whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. Such notice from the Issuer will include, among other things, the date on which the relevant Replacement Period will conclude. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Permitted Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received (and for which such amounts have been identified to the Indenture Trustee in writing to be Net Disposition Proceeds) by the end of the last Business Day preceding the later of (x) the date of any such Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (y) the date on which such Net Disposition Proceeds are receivedreceived in connection with such Permitted Railcar Disposition. (b) The Issuer may elect elect, at any time during the related Replacement Period, to apply the Net Disposition Proceeds from an Involuntary Permitted Railcar Disposition or Purchase Option Disposition deposited in into the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement PeriodAcquisition. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager Administrator accompanied by a written statement of the Manager Administrator that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) The Issuer may elect to transfer to the Collections Account any Net Disposition Proceeds previously deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) during the Replacement Period. The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts relevant Net Disposition Proceeds on deposit in the Optional Reinvestment Account remaining at the end of the relevant Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice)Period. All amounts so transferred to the Collections Account may not be withdrawn therefrom except pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds3.14.

Optional Reinvestment Account. (a) The Issuer may electelect (except in case of a Scrap Value Disposition, in which case the relevant Net Disposition Proceeds will be deposited in the Collections Account pursuant to Section 5.03(a)(iv)), by notice to the Indenture Trustee in writing, not no later than the last end of the Business Day immediately preceding the later of (i) the date of any Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (ii) the date on which the relevant Net Disposition Proceeds therefrom are receivedreceived from such Permitted Railcar Disposition, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Permitted Railcar Disposition or Purchase Option Disposition(as specified in such notice), whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. Such notice from the Issuer will include, among other things, the date on which the relevant Replacement Period will conclude. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Permitted Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received (and for which such amounts have been identified to the Indenture Trustee in writing to be Net Disposition Proceeds) by the end of the last Business Day preceding the later of (x) the date of any such Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (y) the date on which such Net Disposition Proceeds are receivedreceived in connection with such Permitted Railcar Disposition. (b) The Issuer may elect elect, at any time during the related Replacement Period, to apply the Net Disposition Proceeds from an Involuntary Permitted Railcar Disposition or Purchase Option Disposition deposited in into the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement PeriodAcquisition. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager Administrator accompanied by a written statement of the Manager Administrator that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) The Issuer may elect to transfer to the Collections Account any Net Disposition Proceeds previously deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) during the Replacement Period. The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts relevant Net Disposition Proceeds on deposit in the Optional Reinvestment Account remaining at the end of the relevant Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice)Period. All amounts so transferred to the Collections Account may not be withdrawn therefrom except pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds3.14.

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received. (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager accompanied by a written statement of the Manager that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) At any time in its discretion within one hundred eighty (180) days of deposit, the Issuer may elect to transfer amounts in the Optional Reinvestment Account not otherwise reinvested to the Collections Account for redemption of Equipment Notes and payment of any applicable Hedge Partial Termination Value in accordance with Section 3.14. The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of FundsSection 3.14.

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option DispositionDisposition (as specified in such notice), whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received (and for which such amounts have been identified to the Indenture Trustee in writing to be Net Disposition Proceeds) by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received. (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager Servicer accompanied by a written statement of the Manager Servicer that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) At any time in its discretion within one hundred eighty (180) days of deposit, the Issuer may elect to transfer amounts in the Optional Reinvestment Account not otherwise reinvested to the Collections Account for redemption of Notes and payment of any applicable Hedge Partial Termination Value in accordance with Section 3.14. The Indenture Trustee, without further at the written direction from of the Manager Issuer, Servicer or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager Servicer in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of FundsSection 3.14.

Optional Reinvestment Account. (a) The Issuer may electelect (except in case of a Scrap Value Disposition, in which case the relevant Net Disposition Proceeds will be deposited in the Collections Account pursuant to Section 5.03(a)(iv)), by notice to the Indenture Trustee in writing, not no later than the last end of the Business Day immediately preceding the later of (i) the date of any Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (ii) the date on which the relevant Net Disposition Proceeds therefrom are receivedreceived from such Permitted Railcar Disposition, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Permitted Railcar Disposition or Purchase Option Disposition(as specified in such notice), whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. Such notice from the Issuer will include, among other things, the date on which the relevant Replacement Period will conclude. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Permitted Railcar Disposition or Purchase Option Disposition (other than Scrap Value Dispositions) as to which the direction described in the preceding sentence is not received (and for which such amounts have been identified to the Indenture Trustee in writing to be Net Disposition Proceeds) by the end of the last Business Day preceding the later of (x) the date of any such Involuntary Permitted Railcar Disposition or Purchase Option Disposition and (y) the date on which such Net Disposition Proceeds are receivedreceived in connection with such Permitted Railcar Disposition. (b) The Issuer may elect elect, at any time during the related Replacement Period, to apply the Net Disposition Proceeds from an Involuntary Permitted Railcar Disposition or Purchase Option Disposition deposited in into the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during (except in case of a Scrap Value Disposition, in which case the related Replacement Periodrelevant Net Disposition Proceeds will be deposited in the Collections Account pursuant to Section 5.03(a)(iv)). On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager Administrator accompanied by a written statement of the Manager Administrator that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) The Issuer may elect to transfer to the Collections Account any Net Disposition Proceeds previously deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) during the Replacement Period. The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts relevant Net Disposition Proceeds on deposit in the Optional Reinvestment Account remaining at the end of the relevant Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice)Period. All amounts so transferred to the Collections Account may not be withdrawn therefrom except pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds3.14.

Optional Reinvestment Account. (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received. (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager Servicer accompanied by a written statement of the Manager Servicer that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller. (c) At any time in its discretion within one hundred eighty (180) days of deposit, the Issuer may elect to transfer amounts in the Optional Reinvestment Account not otherwise reinvested to the Collections Account for redemption of Equipment Notes and payment of any applicable Hedge Partial Termination Value in accordance with Section 3.14. The Indenture Trustee, without further direction from the Manager Servicer or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager Servicer in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of FundsSection 3.14.