Common use of Replacement or Payment upon Event of Loss Clause in Contracts

Replacement or Payment upon Event of Loss. Substitution. (a) Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1, an election to replace pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b), in each case with respect to any Unit (an "Affected Unit"), Lessee shall within 60 days (or promptly in the case of an Event of Loss described in clause (iv) of Section 11.1) after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace or substitute as provided in Section 11.2(b) give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day (or 30-day period in the case of an Event of Loss described in clause (iv) of Section 11.1) period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b) (in which case Lessee will comply with the provisions of Section 8.1(b) or 11.2(b) as applicable), if Lessee shall fail to give such second notice within such period, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day (or 30th day in the case of an Event of Loss described in clause (iv) of Section 11.1) following such second notice (or Section 8.1(b) or 11.2(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") for each such Affected Unit, with such Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value (except to a de minimis extent), residual value, utility, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit to be replaced was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) then subject to a currently effective Permitted Sublease and not to be "limited use property" within the meaning of Revenue Procedure 2001-28 or Revenue Procedure 2001-29; provided, however, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replaced; or

Replacement or Payment upon Event of Loss. Substitution. (a) Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1, 9.1 or an election to replace pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b), in each case with respect to any Unit (an "Affected Unit"), Lessee shall as soon as reasonably practical and in any event within 60 days (or promptly in the case of an Event of Loss described in clause (iv) of Section 11.1) after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace or substitute as provided in Section 11.2(b) give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day (or 30-day period in the case of an Event of Loss described in clause (iv) of Section 11.1) period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b) (in which case Lessee will comply with the provisions of Section 8.1(b) or 11.2(b) as applicable)), if Lessee shall fail to give such second notice within such periodnotice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)):): Lease Agreement (TRLI 2001-1C) (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day (or 30th day in the case of an Event of Loss described in clause (iv) of Section 11.1) following such second notice (or Section 8.1(b) or 11.2(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") for each such Affected Unit, with such Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value (except to a de minimis extent)value, utility, residual value, utility, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit to be replaced was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) then subject to a currently effective Permitted Sublease and having a remaining term of not to be "limited use property" within the meaning of Revenue Procedure 2001-28 or Revenue Procedure 2001-29less than one year; provided, however, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replacedreplaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or re-substitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Lease Agreement (TRLI 2001-1C) Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.

Replacement or Payment upon Event of Loss. Substitution. (a) Upon the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1, 9.1 or an election to replace pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b), in each case with respect to any Unit (an "Affected Unit"), Lessee shall as soon as reasonably practical and in any event within 60 days (or promptly in the case of an Event of Loss described in clause (iv) of Section 11.1) after a Responsible Officer of the Manager shall have actual knowledge of the occurrence of such Event of Loss or election to replace or substitute as provided in Section 11.2(b) give Lessor and the Indenture Trustee notice thereof (which initial notice shall identify the Unit involved). Thereafter, within the 60-day (or 30-day period in the case of an Event of Loss described in clause (iv) of Section 11.1) period following such initial notice, Lessee shall give Lessor and the Indenture Trustee a second notice as to which of the following options Lessee shall elect to perform (it being agreed that, except in the case of an election to replace Lease Agreement (TRLI 2001-1B) pursuant to Section 8.1(b) or an election to substitute pursuant to Section 11.2(b) (in which case Lessee will comply with the provisions of Section 8.1(b) or 11.2(b) as applicable)), if Lessee shall fail to give such second notice within such periodnotice, Lessee shall be deemed to have elected to perform the option set forth in Section 11.2(ii)): (i) Upon Lessee's election to perform under this clause (i) pursuant to the above-mentioned second notice (or in the circumstances of an election described in Section 8.1(b) with respect to any Unit), as promptly as practicable following such election, and in any event on or before the 60th day (or 30th day in the case of an Event of Loss described in clause (iv) of Section 11.1) following such second notice (or Section 8.1(b) or 11.2(b) election), Lessee shall comply with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a replacement unit ("Replacement Unit") for each such Affected Unit, with such Replacement Unit to be leased to Lessee hereunder, such Replacement Unit to be of the same car type of the same or newer model year (or otherwise approved by Lessor, which approval shall not be unreasonably withheld), and free and clear of all Liens (other than Permitted Liens of the type described in clause clause (ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the definition thereof) and to have a fair market value (except to a de minimis extent)value, utility, residual value, utility, remaining economic useful life and condition at least equal to the Unit so replaced (assuming such Unit to be replaced was in the condition required to be maintained by the terms of this Lease) and to be (as of the date of conveyance) then subject to a currently effective Permitted Sublease and having a remaining term of not to be "limited use property" within the meaning of Revenue Procedure 2001-28 or Revenue Procedure 2001-29less than one year; provided, however, that, if only railcars of newer age or greater value are available for such replacement, Lessee may on one occasion re-substitute a railcar with a value closer to or equal to that of the Unit which originally suffered the Event of Loss or was replacedreplaced (which re-substitution shall occur within twenty-four months of the original replacement (but in no event within the three year period immediately preceding the Basic Term Expiration Date) and shall comply with this Section 11 as if an Event of Loss had occurred); provided also that, if Lessee shall elect the option under this clause (i) but shall fail to perform its obligation to effect such replacement under this clause (i) within the 60-day period hereinabove provided for, then (except in the case of a failure to perform an election to replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee shall immediately give Lessor and the Indenture Trustee notice of such failure and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment Date that is at least 25 days after the end of such 60-day period, or in the case of Supplemental Rent, to the Person entitled thereto, the amounts specified in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee shall pay such amounts on such Rent Payment Date; provided further that Lessee shall have no right to elect replacement or re-substitution under this clause (i) if, at the time of the notice of the Event of Loss under Section 11.2 above or at the time such replacement or Lease Agreement (TRLI 2001-1B) re-substitution is to occur, either (A), a Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event of Default shall have occurred and be continuing or (B) sufficient cash amounts shall not have been made available to the Collateral Agent such that all amounts then required to be applied under Section 3.4 of the Collateral Agency Agreement in order to satisfy the amounts referred to in clauses (1) through (11) thereof, inclusive shall have been distributed as specified thereby; or (ii) on the Rent Payment Date which is not less than 25 days nor more than 60 days following the date of notice of Lessee's election to perform under this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case of Supplemental Rent, to the Persons entitled thereto) in funds of the type specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of each such Unit suffering an Event of Loss or deemed Event of Loss determined as of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of such Unit (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in respect of the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(b) of the Indenture and (d) all other Rent (exclusive of any Basic Rent due on such date in respect of the Unit or Units suffering the Event of Loss) then due and payable hereunder (including, without limitation, the Accumulated Equity Deficiency Amount (without duplication of amounts calculated above) and Late Payment Interest related thereto) so that, after receipt and application of all such payments, but without withdrawal from any Reserve Account, Owner Participant shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent in respect of such Unit, the sum of the Accumulated Equity Deficiency Amount and Late Payment Interest related thereto and any other amounts then due to Owner Participant, it being understood that until such Stipulated Loss Amount and such other sums are paid, there shall be no abatement or reduction of Basic Rent on account of such Event of Loss.