Common use of Restrictions on Negative Pledges and Upstream Limitations Clause in Contracts

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transaction.

Restrictions on Negative Pledges and Upstream Limitations. The Such Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to to, (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and Agreement, the other Loan DocumentsDocuments and the agreements set forth on Schedule 7.23) which directly or indirectly prohibits the such Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquiredacquired (including, without limitation, any Real Estate owned or leased by such Borrower), or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the such Borrower to pay or make dividends or distributions in cash or kind to the such Borrower, to make loans, advances or other payments of whatsoever nature to the such Borrower, or to make transfers or distributions of all or any part of its assets to the BorrowerObligors; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §Section 9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the such Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authoritylaw, (iv) restrictions and conditions arising under this Credit Agreement and existing on the other Loan Documentsdate hereof identified on Schedule 9.2, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents such Borrower pending such sale, provided so long as such restrictions and conditions apply only to the such Subsidiary that is to be sold and such sale is permitted hereunder, and (viivi) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transaction.

Restrictions on Negative Pledges and Upstream Limitations. (a) The Borrower will not, nor will it permit any of its Restricted Domestic Subsidiaries (other than a Securitization Entity) to (a) enter into or permit to exist any arrangement or agreement (excluding the this Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Domestic Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Domestic Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Domestic Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the BorrowerBorrower (other than an agreement made by a Securitization Entity), to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrower or such Domestic Subsidiary in the ordinary course of its business. (b) CAI will not, nor will it permit any of its Subsidiaries to, enter into any agreement, contract or arrangement (excluding the Senior Revolving Credit Facility) restricting the ability of any Subsidiary of CAI (other than the Borrower or an Excluded Subsidiary) to pay or make dividends or distributions in cash or kind to CAI (other than an agreement made by a Securitization Entity of CAI, the Borrower or an Excluded Subsidiary), to make loans, advances or other payments of whatsoever nature to CAI, or to make transfers or distributions of all or any part of its assets to CAI; other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower CAI or such Restricted Subsidiary in the ordinary course of its business, and (iii) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions and conditions arising as permitted under this the Senior Revolving Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transactionFacility.

Restrictions on Negative Pledges and Upstream Limitations. (a) The Borrower will not, nor will it permit any of its Restricted Domestic Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Domestic Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Domestic Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Domestic Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the BorrowerBorrower (other than an agreement made by a Securitization Entity), to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower or such Restricted Domestic Subsidiary in the ordinary course of its business. (b) CAI will not, nor will it permit any of its Subsidiaries to, (iiia) restrictions and conditions imposed by enter into or permit to exist any lawsarrangement or agreement which directly or indirectly prohibits CAI from creating, rules assuming or regulations incurring any Lien upon its properties, revenues or assets or those of any Governmental Authorityof its Subsidiaries whether now owned or hereafter acquired (other than (i) as set forth in §9.12 and (ii) the assets of CAI and its Subsidiaries not constituting Collateral), or (ivb) restrictions and conditions arising under this enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Subsidiary of CAI (other than the Loan Parties or an Excluded Subsidiary) to pay or make dividends or distributions in cash or kind to CAI (other than an agreement made by a Securitization Entity, an Excluded Subsidiary or any other Non-Guarantor Subsidiary), to make loans, advances or other payments of whatsoever nature to CAI, or to make transfers or distributions of all or any part of its assets to CAI; in each case other than (vi) restrictions and conditions existing on specific assets which assets are the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration subject of any such restrictions and conditions shall not be amended or modified subsequent purchase money security interests to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is extent permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock thereinunder §9.2.1, and (ixii) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions customary anti-assignment provisions contained in any leases and licensing agreements existing at entered into by CAI or such Subsidiary in the time ordinary course of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transactionits business.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquiredacquired (provided, for the avoidance of doubt, the parties hereto hereby agree that any requirement in any arrangement or agreement with a Person which provides that neither the Borrower nor any Subsidiary will incur a Lien on its assets to secure Indebtedness without making provision for securing such Person's Indebtedness equally and ratably (for Indebtedness which is pari passu with such Person's Indebtedness) or senior (for Indebtedness which is subordinated to such Person's Indebtedness) shall not be considered a prohibition hereunder), or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §Section 9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, ; (iii) restrictions and conditions imposed by any laws, rules law or regulations of any Governmental Authority, by this Credit Agreement; (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on identified in Schedule 9.2.2 heretohereof; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (viv) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such ; (vi) restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Person providing the Indebtedness permitted by this Credit Agreement Section 9.1(h) hereof if such restrictions or conditions apply only to the property or assets securing such Indebtedness, ; (vii) restrictions and conditions imposed under a Permitted Receivables Financing; (viii) customary provisions in joint venture agreements related any restrictions on the ability of any Subsidiary to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely make or repay loans or advances to the respective joint venture Borrower or any other Subsidiary or to transfer property to the Capital Stock therein, Borrower or any Subsidiary or to guaranty Indebtedness of the Borrower or any Subsidiary contained in the subordination provisions of any Subordinated Debt permitted hereunder; and (ix) restrictions and conditions set forth existing in Section 9.13 any Indebtedness of any Person that becomes a Subsidiary after the date hereof, and provided that (xA) restrictions and conditions contained in any agreements existing such Indebtedness exists at the time of (such Person becomes a Subsidiary and is not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transactionPerson becoming a Subsidiary and (B) the aggregate principal amount of all Indebtedness described in this clause (ix) shall not exceed $25,000,000 at any time outstanding.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Restatement Effective Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Restatement Effective Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transaction.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower Borrowers will not, nor and will it not permit any of its Restricted their Subsidiaries to to, (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents, the Alliance Agreement, the Master Reimbursement Agreement, the Hxxxxxx Amended and Restated Note Agreement Documents and the Hxxxxxx Signature Note Agreement Documents) which directly or indirectly prohibits the Borrower Borrowers or any of its Restricted their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents, the Alliance Agreement, the Master Reimbursement Agreement, the Hxxxxxx Amended and Restated Note Agreement Documents, and the Hxxxxxx Signature Note Agreement Documents) restricting the ability of any Restricted Borrower or Subsidiary of the Borrower Borrowers to pay or make dividends or distributions in cash or kind to the BorrowerBorrowers, to make loans, advances or other payments of whatsoever nature to the BorrowerBorrowers, or to make transfers or distributions of all or any part of its assets to the BorrowerBorrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the a Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transaction.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower CAI will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower CAI or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquiredacquired (other than CAI Rail Collateral or assets or property not constituting Collateral), or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the any Borrower (other than CAI Rail or any Excluded Subsidiary) to pay or make dividends or distributions in cash or kind to the Borrowersuch Borrower (other than an agreement made by a Securitization Entity, CAI Rail, an Excluded Subsidiary or any other Non-Guarantor Subsidiary), to make loans, advances or other payments of whatsoever nature to the BorrowerBorrowers, or to make transfers or distributions of all or any part of its assets to the BorrowerBorrowers; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, and (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower CAI or such Restricted Subsidiary in the ordinary course of its business. (t) The Credit Agreement is hereby amended by deleting clause (e) of Section 9.3 in its entirety and substituting the following in lieu thereof: (i) Investments by and between the Borrowers and the Guarantors (other than CAI Rail), (ii) Investments by any Subsidiary of CAI who is not a Borrower or a Guarantor in any other Subsidiary of CAI who is not a Borrower or a Guarantor, (iii) restrictions Investments consisting of guarantees of Indebtedness of CAI Rail permitted under §9.1, and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions subject to §8.16 and conditions arising §8.19, Investments by any Borrower or any Guarantor in CAI Rail or any Subsidiary of CAI that is not a Borrower or a Guarantor including, without limitation, an Excluded Subsidiary; provided that the aggregate amount of such Investments under this clause (iv) does not exceed $60,000,000 at any time; provided further that both before and immediately after any such Investment under this clause (iv), no Default or Event of Default shall have occurred and be continuing; (u) The Credit Agreement is hereby amended by deleting Section 9.5.2 in its entirety and substituting the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained following in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transaction.lieu thereof:

Restrictions on Negative Pledges and Upstream Limitations. The Except as set forth on SCHEDULE 9.2.2, the Borrower will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien granted pursuant to this Credit Agreement or any other Loan Document to secure the Obligations upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests or Capitalized Leases to the extent permitted under §Section 9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by in the case of clause (b), any lawsencumbrance or restriction (A) that restricts in a customary manner the subletting, rules assignment or regulations transfer of any Governmental Authorityproperty or asset that is subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary permitted hereunder to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, (iv) restrictions and conditions any encumbrance or restriction arising under this Credit Agreement and the other Loan Documentsor by reason of applicable law, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope any encumbrance or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating restriction applicable to secured Indebtedness otherwise permitted by to be incurred under this Credit Agreement if such restrictions or conditions apply only that limits the right of the debtor to dispose of the property or assets securing such Indebtedness, (viiivi) customary net worth provisions contained in joint venture leases and other agreements related entered into by the Borrower or a Restricted Subsidiary in the ordinary course of business, (vii) any restrictions with respect to Investments that are permitted a Restricted Subsidiary imposed pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired an agreement which has been entered into in connection with the disposition of the common stock or assets of such Permitted Acquisition Restricted Subsidiary in a transaction permitted hereunder, or other transaction(viii) any restrictions contained in the FFCA Mortgage Financing Documents and the Sale-Leaseback Transaction Documents in respect of Encumbered Properties.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower CAI will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Loan Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower CAI or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, acquired (other than CAI Rail Collateral or assets or property not constituting Collateral); or (b) enter into any agreement, contract or arrangement (excluding the Credit Loan Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower any Loan Party (other than CAI Rail or an Excluded Subsidiary) to pay or make dividends or distributions in cash or kind to the Borrowersuch Loan Party (other than an agreement made by a Securitization Entity, CAI Rail or an Excluded Subsidiary), to make loans, advances or other payments of whatsoever nature to the Borrowersuch Loan Party, or to make transfers or distributions of all or any part of its assets to the Borrowersuch Loan Party; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under §9.2.1, ; and (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower CAI or such Restricted Subsidiary in the ordinary course of its business, .” (k) The Loan Agreement is hereby amended by deleting the existing Section 9.3(e) and inserting the following Section 9.3(e) in lieu thereof: (i) Investments by and between Borrower and CAI,; (ii) Investments consisting of guaranties of Indebtedness of CAI Rail permitted under Section 9.1(o); (iii) restrictions and conditions imposed Investments by any lawsSubsidiary of CAI that is not the Borrower, rules or regulations in any other Subsidiary of any Governmental Authority, CAI that is not the Borrower; and (iv) restrictions and conditions arising Investments by Borrower and/or CAI in CAI Rail or any Subsidiary of Guarantor that is not the Borrower, including without limitation any Excluded Subsidiary; provided that the aggregate amount of such Investments under this Credit Agreement and the other Loan Documentsclause (iv) does not exceed, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration as of any such restrictions and conditions shall not be amended or modified subsequent to date of determination, the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale greater of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions $50,000,000; and conditions contained in any agreements existing at (y) the time product of (A) twenty-five percent (25%) and not created in contemplation of or in connection with(B) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only an amount equal to the Person Shareholders’ Equity as of such date; and provided further that both before and immediately after any such Investment under this clause (iv) no Default or assets so acquired Event of Default shall have occurred and be continuing; (l) Section 9.5.2 of the Loan Agreement is hereby amended by deleting the existing Section 9.5.2 and inserting the following Section 9.5.2 in connection with such Permitted Acquisition or other transaction.lieu thereof:

Restrictions on Negative Pledges and Upstream Limitations. The Neither the Parent nor the Borrower will notwill, nor will it either permit any of its Restricted Subsidiaries to (ai) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Parent, the Borrower or any of its Restricted their respective Subsidiaries from creating, assuming or incurring any Lien lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, acquired or (bii) enter into any agreement, contract or arrangement (excluding other than the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (a) (i) restrictions on specific assets permitted under §9.2.1which assets are the subject of purchase money security interests, (ii) customary anti-assignment provisions restrictions contained in leases, permit, licensing software licenses and joint venture agreements which restrict the assignment of such agreements and/or rights thereunder and restrictions contained in indentures and other licenses and agreements in existence on the Initial Closing Date, and (iii) customary restrictions contained in contracts for the 104 -95- sale of goods which restrict the assignment of performance of such contracts, in each case entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, (iiib) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date creation of Liens pursuant to agreements governing Indebtedness incurred as purchase money Indebtedness or Capitalized Lease obligations and listed on Schedule 9.2.2 hereto; providedany Indebtedness incurred to refinance such Indebtedness or obligations, however, provided that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only are limited to the property or assets securing secured by such IndebtednessLiens and financed with such Indebtedness or obligations and provided further, (viii) customary provisions in joint venture agreements related to Investments that such Liens and Indebtedness are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture Sections 11.1(d) or the Capital Stock therein11.2.1(h) respectively, and (ixc) restrictions and conditions set forth in Section 9.13 hereofas a result of applicable statutory restrictions, and (xd) restrictions and conditions contained in any Mezzanine Documents, (e) agreements existing at the time of (and not created in contemplation of or acquired in connection with) with a Permitted Acquisition or other transaction a Permitted Foreign Acquisition provided such agreements were not prohibited by this Credit Agreement entered into in anticipation or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with contemplation of such Permitted Acquisition or other transactiona Permitted Foreign Acquisition, (f) agreements in connection with Indebtedness of a Foreign Subsidiary permitted under Section 11.1(p), which prohibit such Foreign Subsidiary from creating, assigning or incurring any lien upon its properties, revenues or assets, and (g) restrictions related to Indebtedness permitted under Section 11.1 or Section 11.2.2(e), which are materially less restrictive than the restrictions contained in this Credit Agreement.

Restrictions on Negative Pledges and Upstream Limitations. The Except as set forth on Schedule 9.2.2, the Borrower will not, nor will it permit any of its Restricted Subsidiaries to (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower or any of its Restricted Subsidiaries from creating, assuming or incurring any Lien granted pursuant to this Credit Agreement or any other Loan Document to secure the Obligations upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrower to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case other than (i) restrictions on specific assets which assets are the subject of purchase money security interests or Capitalized Leases to the extent permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, leases and licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, (iii) restrictions and conditions imposed by in the case of clause (b), any lawsencumbrance or restriction (A) that restricts in a customary manner the subletting, rules assignment or regulations transfer of any Governmental Authorityproperty or asset that is subject to a lease, license or similar contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Borrower or any Restricted Subsidiary not otherwise prohibited by this Agreement or (C) contained in security agreements securing Indebtedness of a Restricted Subsidiary permitted hereunder to the extent such encumbrance or restrictions restrict the transfer of the property subject to such security agreements, (iv) restrictions and conditions any encumbrance or restriction arising under this Credit Agreement and the other Loan Documentsor by reason of applicable law, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope any encumbrance or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating restriction applicable to secured Indebtedness otherwise permitted by to be incurred under this Credit Agreement if such restrictions or conditions apply only that limits the right of the debtor to dispose of the property or assets securing such Indebtedness, (viiivi) customary net worth provisions contained in joint venture leases and other agreements related entered into by the Borrower or a Restricted Subsidiary in the ordinary course of business, (vii) any restrictions with respect to Investments that are permitted a Restricted Subsidiary imposed pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired an agreement which has been entered into in connection with the disposition of the common stock or assets of such Permitted Acquisition Restricted Subsidiary in a transaction permitted hereunder, or other transaction(viii) any restrictions contained in the FFCA Mortgage Financing Documents and the Sale-Leaseback Transaction Documents in respect of Encumbered Properties.

Restrictions on Negative Pledges and Upstream Limitations. The Borrower Borrowers will not, nor will it permit any of its Restricted their Subsidiaries to to, (a) enter into or permit to exist any arrangement or agreement (excluding the Credit Agreement and the other Loan Documents) which directly or indirectly prohibits the Borrower Borrowers or any of its Restricted their Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Restricted Subsidiaries whether now owned or hereafter acquired, other than (i) restrictions imposed by the Senior Secured Note Documents, (ii) restrictions imposed by the CSI Lease, and (iii) restrictions imposed by the terms of the documents governing any Subordinated Debt, (iv) restrictions on specific assets which assets are the subject of purchase money security interests to the extent permitted under Section 8.2.1, (v) customary anti-assignment provisions contained in leases and licensing agreements entered into by the Borrowers or such Subsidiary in the ordinary course of its business, (vi) restrictions imposed by applicable law or as a result of the fiduciary duty of directors to such Subsidiaries, (vii) with respect to the French Facility, restrictions imposed by the terms of the French Facility that are acceptable to the Administrative Agent in its sole discretion and identified in writing to the Administrative Agent prior to the consummation thereof, and (viii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder or (b) enter into any agreement, contract or arrangement (excluding the Credit Agreement and the other Loan Documents) restricting the ability of any Restricted Subsidiary of the Borrowers, any Borrower or any Guarantor to pay or make dividends or distributions in cash or kind to the Borrower, Borrowers or any Guarantor or to make loans, advances or other payments of whatsoever nature to the BorrowerBorrowers or any Guarantor, or to make transfers or distributions of all or any part of its assets to the Borrower; in each case Borrowers or any Guarantor, other than (i) restrictions on specific assets permitted under §9.2.1, (ii) customary anti-assignment provisions contained in leases, permit, licensing agreements and other contracts entered into by the Borrower or such Restricted Subsidiary in the ordinary course of its business, clauses (iiia)(iv) restrictions and conditions imposed by any laws, rules or regulations of any Governmental Authority, through (iv) restrictions and conditions arising under this Credit Agreement and the other Loan Documents, (v) restrictions and conditions existing on the Closing Date and listed on Schedule 9.2.2 hereto; provided, however, that the scope or duration of any such restrictions and conditions shall not be amended or modified subsequent to the Closing Date, (vi) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary that is permitted pursuant to the terms of this Credit Agreement and the other Loan Documents pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (viii) customary provisions in joint venture agreements related to Investments that are permitted pursuant to Section 9.3 provided that such restrictions relate solely to the respective joint venture or the Capital Stock therein, and (ix) restrictions and conditions set forth in Section 9.13 hereof, and (x) restrictions and conditions contained in any agreements existing at the time of (and not created in contemplation of or in connection with) a Permitted Acquisition or other transaction not prohibited by this Credit Agreement or any other Loan Document, provided that such restrictions and conditions apply only to the Person or assets so acquired in connection with such Permitted Acquisition or other transactiona)(viii).