Common use of Substitution and Replacement of Trust Equipment Clause in Contracts

Substitution and Replacement of Trust Equipment. Upon Request, the Trustee shall, at any time and from time to time, execute and deliver a bill xx sale assigning and transferring to the transferee named by the Company all the right, title and interest of the Trustee in and to any of the units of Trust Equipment as provided herein; provided, however, that, at the option of the Company, (a) there shall be paid to the Trustee cash in an amount not less than the Value, as of the date of such Request, of the units of Trust Equipment to be assigned or transferred by the Trustee or (b) there shall be conveyed to the Trustee, at the time of assignment or transfer of any units of Trust Equipment, other units of Equipment and of a Value not less than the Value, as of the date of such Request, of the units of Trust Equipment to be assigned or transferred. At the time of delivery of any Request pursuant to the first paragraph of this Section, the Company shall, if other Equipment is to be conveyed to the Trustee in substitution for the Trust Equipment to be assigned or transferred by the Trustee, deliver to the Trustee the following papers: (1) an Officers' Certificate stating (i) the Value, as of the date of said Request, of the Trust Equipment so to be assigned or transferred by the Trustee and the date such Trust Equipment was first put into use (or that such Trust Equipment was first put into use not later than a specified date), (ii) that the requested assignment or transfer by the Trustee will not impair the security under this Agreement in contravention of the (2) a certificate and a bill xx bills of sale in respect of such substituted Equipment as provided for in subparagraphs (a) and (c) of the first paragraph of Section 3.04; (3) an Opinion of Counsel to the effect that (i) such bill xx bills of sale are valid and effective, either alone or together with any other instruments referred to in and accompanying such opinion, to vest in the Trustee title to such substituted Equipment free from all claims, liens, security interests and other encumbrances (except as permitted herein) other than the rights of the Company hereunder and (ii) a proper supplement hereto in respect of each substituted unit of Equipment has been duly executed by the Trustee and the Company and has been filed with the Surface Transportation Board of the Department of Transportation pursuant to the requirements of ___ U.S.C. Section ______ and as otherwise required by Section 6.05 and has been deposited with the Registrar General of Canada pursuant to Section 90 of the Railway Act (Canada) and publication of notice of such deposit in The Canada Gazette in accordance with said Section 90 has been provided for; and (4) if the Cost of the Trust Equipment to be assigned or transferred by the Trustee, less 1/20th of such Cost for each full year elapsed between the date such Trust Equipment was first put into use (as previously so certified) and the date as of which the Value thereof is to be determined hereunder, plus the Cost of all other Trust Equipment so assigned or transferred within the prior twelve months, less 1/20th of such Cost for each full year elapsed between the date such other Trust Equipment was first put into use (as previously so certified) and the date as of which the Value thereof was determined, as set forth in the certificate or certificates required by this Section 4.07, is more than 10% of the principal amount of Trust Certificates then outstanding, a certificate by an Independent Engineer stating, as of the date of said Request, both the Value of the Trust Equipment so to be assigned or transferred by the Trustee and the Value of such substituted Equipment. At the time of delivery of any Request pursuant to the first paragraph of this Section, the Company shall, if cash is to be paid to the Trustee in respect of the Trust Equipment to be assigned or transferred by the Trustee, deliver to the Trustee an Officers' Certificate stating to the effect set forth in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of this Section.

Substitution and Replacement of Trust Equipment. Upon Request, the Trustee shall, at any time and from time to time, execute and deliver a bill xx of sale assigning and transferring to the transferee named by the Company all the right, title and interest of the Trustee in and to any of the units of Trust Equipment as provided herein; provided, however, that, at the option of the Company, (a) there shall be paid to the Trustee cash in an amount not less than the Value, as of the date of such Request, of the units of Trust Equipment to be assigned or transferred by the Trustee or (b) there shall be conveyed to the Trustee, at the time of assignment or transfer of any units of Trust Equipment, other units of Equipment and of a Value not less than the Value, as of the date of such Request, of the units of Trust Equipment to be assigned or transferred. At the time of delivery of any Request pursuant to the first paragraph of this Section, the Company shall, if other Equipment is to be conveyed to the Trustee in substitution for the Trust Equipment to be assigned or transferred by the Trustee, deliver to the Trustee the following papers: (1) an Officers' Certificate stating (i) the Value, as of the date of said Request, of the Trust Equipment so to be assigned or transferred by the Trustee and the date such Trust Equipment was first put into use (or that such Trust Equipment was first put into use not later than a specified date), (ii) that the requested assignment or transfer by the Trustee will not impair the security under this Agreement in contravention of the (2) a certificate certificate, and a bill xx or bills of sale in respect of such substituted Equipment as provided for in subparagraphs (a) and (c) of the first paragraph of Section 3.04; (3) an Opinion of Counsel to the effect that (i) such bill xx or bills of sale are valid and effective, either alone or together with any other instruments referred to in and accompanying such opinion, to vest in the Trustee title to such substituted Equipment free from all claims, liens, security interests and other encumbrances (except as permitted herein) other than the rights of the Company hereunder and (ii) a proper supplement hereto in respect of each substituted unit of Equipment has been duly executed by the Trustee and the Company and has been filed with the Surface Transportation Board of the Department of Transportation Interstate Commerce Commission pursuant to the requirements of ___ 49 U.S.C. Section ______ 11303 and as otherwise required by Section 6.05 and has been deposited with the Registrar General of Canada pursuant to Section 90 of the Railway Act (Canada) and publication of notice of such deposit in The Canada Gazette in accordance with said Section 90 has been provided for; and (4) if the Cost of the Trust Equipment to be assigned or transferred by the Trustee, less 1/20th of such Cost for each full year elapsed between the date such Trust Equipment was first put into use (as previously so certified) and the date as of which the Value thereof is to be determined hereunder, plus the Cost of all other Trust Equipment so assigned or transferred within the prior twelve months, less 1/20th of such Cost for each full year elapsed between the date such other Trust Equipment was first put into use (as previously so certified) and the date as of which the Value thereof was determined, as set forth in the certificate or certificates required by this Section 4.07, is more than 10% of the principal amount of Trust Certificates then outstanding, a certificate by an Independent Engineer stating, as of the date of said Request, both the Value of the Trust Equipment so to be assigned or transferred by the Trustee and the Value of such substituted Equipment. At the time of delivery of any Request pursuant to the first paragraph of this Section, the Company shall, if cash is to be paid to the Trustee in respect of the Trust Equipment to be assigned or transferred by the Trustee, deliver to the Trustee an Officers' Certificate stating to verifying the effect matters set forth in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of this Section.