Common use of Required Modifications Clause in Contracts

Required Modifications. in the event the AAR, the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation of any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely manner; provided, however, that the Manager may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company of the obligation to return the Equipment in compliance with the provisions of such Lease or other related Operative Agreement (or the obligations of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager believes that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall provide written notice to the applicable Lessor that such Required Modification is economically impractical, and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In such event the provisions of the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation Transportation, or any other United States States, state or state local governmental agency or any other applicable law requires as a condition of continued use or operation of that any such Unit that such Unit be altered altered, replaced or modified (a "Required Modification"), the Manager Lessee agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of Lessor and the Company or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement hereunder or otherwise expose Lessor, the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company Lessee of the obligation to return the Equipment in compliance with the provisions of such Lease or other related Operative Agreement (or the obligations of the Manager hereunder in respect of such return)Section 6.2. Promptly after the Manager becomes aware of the requirement Title to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such any Required Modification and shall immediately vest in Lessor. Notwithstanding anything herein to the Manager's reasonable estimate of the cost thereof. If the Manager believes contrary, if Lessee determines in good faith that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall Lessee may provide written notice of such determination to the applicable Lessor that such Required Modification is economically impractical, and shall either (i) treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In ; provided that upon such event occurrence Lessee shall have only the right to replace such Unit under the provisions of Section 11.2(i), 11.3 and 11.4, or (ii) if such determination is made on or after the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing seventh anniversary of the Required ModificationBasic Term Commencement Date, either treat such Unit as provided in clause (i) above or treat such Unit as a Terminated Unit on the anticipated revenues terms and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager conditions set forth in Section 10.1; provided that Lessee shall not discriminate against any such Unit in making a such determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentencewhich is owned or leased by Lessee.

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation DOT or any other United States or state governmental agency Governmental Authority having jurisdiction over the Railcars or any other applicable law Law requires as a condition of continued use or operation of any such Unit Railcar that such Unit Railcar be altered or modified (a "“Required Modification"”), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease Lease, on behalf of the Company Company, in a timely manner; provided, however, that the Manager may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such lawLaw, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit Railcar or materially adversely affect the rights or interests of the Company Company, the Agent or the applicable Lessor or Indenture Trustee Lenders in the Equipment Railcar or under subject the applicable Lease Company, or other related Operative Agreement the Agent or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant Lenders to criminal or material financial sanctions or relieve the Company Equipment Lessee of the obligation to return the Equipment Railcar in compliance with the provisions of such Lease or other related Operative Agreement Transaction Documents (or the obligations of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees Company and the Indenture Trustees Agent thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's ’s reasonable estimate of the cost thereof. If the Manager Manager, on a non-discriminatory basis, reasonably believes in good faith that any Required Modification to a Unit Railcar would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification Modifications as provided above, the Manager shall provide written notice to the applicable Lessor Company that such Required Modification is economically impractical, and shall treat such Unit Railcar as if an Event of Casualty Loss had occurred as of the date of such written notice with respect to such UnitRailcar. In such event event, the provisions of the related Lease and this Agreement with respect to Events of a Casualty Loss shall apply with respect to such UnitRailcar. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases Lease and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants Agent regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation Transportation, or any other United States or state governmental agency or any other applicable law law, rule, regulation or requirement requires as a condition of continued use or operation of that any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager Lessee agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company Lessor or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement hereunder or otherwise expose Lessor, the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company Lessee of the obligation to return the Equipment in compliance with the provisions of Section 6.2; provided, further, that the Manager is similarly contesting such Lease law, regulation, requirement or rule with respect to all other related Operative Agreement similar equipment owned or operated by the Manager. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee, on a non-discriminatory basis, determines in its reasonable judgment (or the obligations as evidenced by an Officer's Certificate of the Manager hereunder in respect of Lessee to such return). Promptly after the Manager becomes aware effect, confirmed by an Officer's Certificate of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager believes ) that any Required Modification to a Unit would be economically impractical, impractical and the Manager certifies that it shall so advise has made a similar determination with respect to similar railcars in similar circumstances which are part of the Company and, if directed by the CompanyManager's Fleet, in lieu of making the Required Modification as provided above, the Manager shall Lessee may provide written notice of such determination to the applicable Lessor that in such Required Modification is economically impractical, Officer's Certificate and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In Unit and in such event the provisions of the related Lease Sections 11.2(ii), 11.3 and this Agreement with respect to Events of Loss 11.4 shall apply with respect to such Unit. In reaching any decision Unit except that the amount payable under Section 11.2(ii)(a) as a result of such determination shall be an amount equal to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing greater of the Required ModificationFair Market Sales Value or Stipulated Loss Value of such Unit; provided that there shall also be included in such Officer's Certificate a statement of how Lessee intends to meet the financial obligations imposed under said Sections 11.2, the anticipated revenues 11.3 and other sources of funds which would be available 11.4 with respect to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentenceUnits.

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation Transportation, or any other United States States, state or state local governmental agency or any other applicable law or requirements of insurance policies maintained pursuant to Section 12 requires as a condition of continued use or operation of that any such Unit that such Unit be altered altered, replaced or modified (a "Required Modification"), the Manager Lessee agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of Lessor and the Company or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement hereunder or otherwise expose Lessor, the Company or such Lessor or such Bank, the Indenture Trustee or any Participant to criminal liability, or material financial sanctions civil liability with respect to which Lessee is not required to indemnify Lessor, the Bank, the Indenture Trustee or any Participant pursuant to an Operative Agreement, or relieve the Company Lessee of the obligation to return the Equipment in compliance with the provisions of such Lease or other related Operative Agreement (or the obligations of the Manager hereunder in respect of such return)Section 6.2. Promptly after the Manager becomes aware of the requirement Title to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such any Required Modification and shall immediately vest in Lessor. Notwithstanding anything herein to the Manager's reasonable estimate of the cost thereof. If the Manager believes contrary, if Lessee determines in good faith that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall Lessee may provide written notice of such determination to the applicable Lessor that such Required Modification is economically impractical, and shall either (i) treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In ; provided that upon such event occurrence Lessee shall have only the right to replace such Unit under the provisions of Section 11.2(i), 11.3 and 11.4, or (ii) if such determination is made on or after the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing seventh anniversary of the Required ModificationBasic Term Commencement Date, either treat such Unit as provided in clause (i) above or treat such Unit as a Terminated Unit on the anticipated revenues terms and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager conditions set forth in Section 10.1; provided that Lessee shall not discriminate against any such Unit in making a such determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentencewhich is owned or leased by Lessee.

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation DOT or any other United States or state governmental agency Governmental Authority having jurisdiction over the Railcars or any other applicable law Law requires as a condition of continued use or operation of any such Unit Railcar that such Unit Railcar be altered or modified (a "Required Modification"), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease Lease, on behalf of the Company Relevant Company, in a timely manner; provided, however, that the Manager may, on behalf of the any Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such lawLaw, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit Railcar or materially adversely affect the rights or interests of the Relevant Company or the applicable Lessor or Indenture Trustee in the Equipment Railcar or under subject the applicable Lease Relevant Company, the Class A Note Insurer or other related Operative Agreement or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant Holder to criminal or material financial sanctions or relieve the Company Lessee of the obligation to return the Equipment Railcar in compliance with the provisions of such Lease or other related Operative Agreement Transaction Documents (or the obligations of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Relevant Company, the Owner Trustees Backup Manager, the Class A Note Insurer and the Indenture Trustees Trustee thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager Manager, on a non-discriminatory basis, believes that any Required Modification to a Unit Railcar would be economically impractical, it shall so advise the Relevant Company and, if directed by the such Company, in lieu of making the Required Modification Modifications as provided above, the Manager shall provide written notice to the applicable Lessor such Company that such Required Modification is economically impractical, and shall treat such Unit Railcar as if an Event of Loss had occurred as of the date of such written notice with respect to such UnitRailcar. In such event event, the provisions of the related Lease and this Agreement with respect to Events an Event of Loss shall apply with respect to such UnitRailcar. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases Lease and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Relevant Company, with copies to the Owner Trustees Backup Manager, Class A Note Insurer and the Participants Indenture Trustee regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.

Required Modifications. in In the event the AARa Required Modification to a Unit is required, the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation of any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager Lessee agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company Lessor or the applicable Lessor or Indenture Trustee in the Equipment Units or under the applicable Lease or other related Operative Agreement hereunder or otherwise expose Lessor, the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company Lessee of the obligation to return the Equipment Units in compliance with the provisions of Section 6.2; provided, further, that, with respect to a Unit subject to a Full Service Sublease, the Manager, and with respect to a Unit subject to a Net Sublease, the Sublessee, as applicable, is similarly contesting such Lease law, regulation, requirement or rule with respect to all other related Operative Agreement (similar equipment owned or operated by the Manager or the obligations Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee, on a non-discriminatory basis, determines in its reasonable judgment (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager believes ) that any Required Modification to a Unit would be economically impractical, impractical and the Manager certifies that it shall so advise has made a similar determination with respect to similar railcars in similar circumstances which are part of the Company and, if directed by the CompanyManager's Fleet, in lieu of making the Required Modification as provided above, the Manager shall Lessee may provide written notice of such determination to the applicable Lessor that in such Required Modification is economically impractical, Officer's Certificate and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In Unit and in such event the provisions of the related Lease Sections 11.2(ii), 11.3 and this Agreement with respect to Events of Loss 11.4 shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, Unit except that the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.amount payable under Section

Required Modifications. in The Lessee, at its own cost and expense, shall make or cause to be made all Modifications and modifications to the event Ancillary Facilities as are required by (x) Applicable Law or by any Governmental Entity having jurisdiction, (y) any insurance policy required to be maintained by the AARLessee under any Operative Document, or (z) the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation terms of any such Unit that such Unit be altered or modified Operative Document (each, a "“Required Modification"”), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely manner; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings proceedings, diligently conducted, contest the validity or application of any such law, regulation, requirement or rule Applicable Law in any reasonable manner which does not materially interfere with involve any (a) material risk of the imposition of any sanction on the Lessor, the Owner Participant or, if applicable the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee as a result of such non-compliance, (b) material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee to material civil liability, (c) material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee to criminal liability and (d) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, any part of the Undivided Interest or the impairment of the use, possession, operation or return of any Unit or materially adversely affect the rights or interests maintenance of the Company Undivided Interest in any material respect or any material adverse effect on the applicable Lessor right, title and interest of the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee in or to the Equipment Undivided Interest or the coverage under the applicable Lease or other related Operative Agreement or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company of the obligation to return the Equipment in compliance with the provisions of any insurance policy required to be maintained pursuant to this Facility Lease; provided further, that no such Lease contest may extend beyond the expiration or other related Operative Agreement (or the obligations earlier termination of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager believes that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall provide written notice to the applicable Lessor that such Required Modification is economically impractical, and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In such event the provisions of the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentenceFacility Lease.

Required Modifications. in In the event the AARa Required Modification to a Unit is required, the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation of any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager Lessee agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company Lessor or the applicable Lessor or Indenture Trustee in the Equipment Units or under the applicable Lease or other related Operative Agreement hereunder or otherwise expose Lessor, the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company Lessee of the obligation to return the Equipment Units in compliance with the provisions of Section 6.2; provided, further, that, with respect to a Unit subject to a Full Service Sublease, the Manager, and with respect to a Unit subject to a Net Sublease, the Sublessee, as applicable, is similarly contesting such Lease law, regulation, requirement or rule with respect to all other related Operative Agreement (similar equipment owned or operated by the Manager or the obligations Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee, on a non-discriminatory basis, determines in its reasonable judgment (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager believes ) that any Required Modification to a Unit would be economically impractical, impractical and the Manager certifies that it shall so advise has made a similar determination with respect to similar railcars in similar circumstances which are part of the Company and, if directed by the CompanyManager's Fleet, in lieu of making the Required Modification as provided above, the Manager shall Lessee may provide written notice of such determination to the applicable Lessor that in such Required Modification is economically impractical, Officer's Certificate and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In 16 Lease Agreement (TRLI 2001-1C) Unit and in such event the provisions of the related Lease Sections 11.2(ii), 11.3 and this Agreement with respect to Events of Loss 11.4 shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, Unit except that the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.amount payable under Section

Required Modifications. in In the event the AAR, the United ---------------------- States Department of Transportation or any other United States or state governmental agency or any other applicable law requires as a condition of continued use or operation of any such Unit that such Unit be altered or modified (a "Required Modification"), the Manager agrees to make or have made such Required Modification in accordance with the applicable Lease on behalf of the Company in a timely manner; provided, however, that the Manager may, on behalf of the Company, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any reasonable manner which does not materially interfere with the use, possession, operation or return of any Unit or materially adversely affect the rights or interests of the Company or the applicable Lessor or Indenture Trustee in the Equipment or under the applicable Lease or other related Operative Agreement or otherwise expose the Company or such Lessor or such Indenture Trustee or any Participant to criminal or material financial sanctions or relieve the Company of the obligation to return the Equipment in compliance with the provisions of such Lease or other related Operative Agreement (or the obligations of the Manager hereunder in respect of such return). Promptly after the Manager becomes aware of the requirement to make a Required Modification, the Manager shall notify the Company, the Owner Trustees and the Indenture Trustees thereof, which notice shall also set forth the time period for the making of such Required Modification and the Manager's reasonable estimate of the cost thereof. If the Manager Manager, on a non-discriminatory basis, believes that any Required Modification to a Unit would be economically impractical, it shall so advise the Company and, if directed by the Company, in lieu of making the Required Modification as provided above, the Manager shall provide written notice to the applicable Lessor that such Required Modification is economically impractical, and shall treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit. In such event the provisions of the related Lease and this Agreement with respect to Events of Loss shall apply with respect to such Unit. In reaching any decision as to whether a Required Modification is economically impractical, the Manager shall assess the cost and timing of the Required Modification, the anticipated revenues and other sources of funds which would be available to the Company to fund such costs, the requirements of the applicable Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Company, with copies to the Owner Trustees and the Participants regarding such assessment. The Manager shall not discriminate against any Unit in making a determination of economic impracticality as compared with other equipment of the same type and age as such Unit in the Manager's Fleet and shall so certify in the report referred to in the immediately preceding sentence.