Common use of Railcar Acquisitions Clause in Contracts

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and (ii) acquire one or more additional Railcars pursuant to a capital contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (E) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and (F) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and; (ii) acquire purchase or otherwise acquire, directly or indirectly, one or more additional Railcars pursuant to a capital contribution Capital Contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) each Railcar being acquired is an Eligible Railcar; (E) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (EF) except (i) in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned purchased or otherwise acquired to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (Parties; provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and (FG) that the Railcars being acquired will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire acquire, directly or indirectly, additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars (or an any interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the that, Issuer will be permitted to: : (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and (ii) acquire one or more additional Railcars pursuant to a capital contribution from contribution, (iii) purchase or otherwise acquire, directly or indirectly, Additional Railcars with the Memberproceeds of the issuance of Additional Notes, or (iv) any combination of the transactions described in clauses (ii) and (iii), so long as, in each case of clause (i) and ), (ii), (iii) or (except as indicated below)iv) above, each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (Bii) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (Ciii) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (Div) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (Ev) the Railcars being acquired were manufactured by Trinity or an Affiliate, and are acquired pursuant to the Asset Transfer Agreement; (vi) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and that all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada)Parties; and (Fvii) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars (or an any interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that that, the Issuer will be permitted to: : (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and or (ii) acquire one or more additional Railcars pursuant to a capital contribution from the Membercontribution, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (E) the Railcars being acquired were manufactured by Trinity or an Affiliate, and are acquired pursuant to the Asset Transfer Agreement; (F) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and that all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada)Parties; and (FG) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars (or an any interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: : (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and or (ii) acquire one or more additional Railcars pursuant to a capital contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (E) the Railcars being acquired were manufactured by Trinity or an Affiliate, and are acquired pursuant to the Asset Transfer Agreement; (F) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in CanadaMexico); and (FG) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and (ii) acquire one or more additional Railcars pursuant to a capital contribution Capital Contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (E) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and (F) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and; (ii) acquire purchase or otherwise acquire, directly or indirectly, one or more additional Railcars pursuant to a capital contribution Capital Contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) each Railcar being acquired is an Eligible Railcar; (E) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (EF) except (i) in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned purchased or otherwise acquired to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (Parties; provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and and (FG) that the Railcars being acquired will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire acquire, directly or indirectly, additional Railcars in connection with the issuance of an Additional Series.

Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and (ii) acquire one or more additional Railcars pursuant to a capital contribution Capital Contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition: (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom; (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits; (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value; (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value; (E) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and (F) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and (iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.