Common use of Optional Modifications and Improvements Clause in Contracts

Optional Modifications and Improvements. The Borrower may modify, alter or improve any Portfolio Railcar in a manner which is not a Required Modification, including any Portfolio Railcar not then under a Lease (an “Optional Modification”), if the Borrower concludes in good faith that the proposed Optional Modification is likely to enhance the marketability of the Portfolio Railcar (or such Optional Modification is requested by a Lessee); provided that Optional Modifications may be funded only from (i) Capital Contributions to the Borrower (for the avoidance of doubt, such Capital Contributions are permitted but not required under this Agreement), (ii) distributions which would otherwise be made to or at the direction of the Borrower pursuant to Section 2.07(c)(i) or Section 2.07(c)(ii), or (iii) proceeds of a Permitted Discretionary Sale, Event of Loss or Casualty to the extent owing to the Borrower in accordance with the terms of this Agreement; provided that no Optional Modification shall diminish the fair market value, utility, residual value or remaining economic useful life of such Portfolio Railcar below the fair market value, utility, residual value or remaining economic useful life thereof immediately prior to such Optional Modification, in more than a de minimis respect.

Optional Modifications and Improvements. The Borrower may may, upon consent of the Agent, modify, alter or improve any Portfolio Railcar in a manner which is not a Required Modification, including any Portfolio Railcar not then under a Lease (an “Optional Modification”), if the Borrower concludes in good faith that the proposed Optional Modification is likely to enhance the marketability of the Portfolio Railcar (or such Optional Modification is requested by a Lessee); provided that Optional Modifications may be funded only from (i) Capital Contributions capital contributions made by TILC to the Borrower (for the avoidance of doubt, such Capital Contributions capital contributions are permitted but not required under this Agreement), (ii) distributions which would otherwise be made to or at the direction of the Borrower pursuant to Section 2.07(c)(i) or Section 2.07(c)(ii), ) or (iii) proceeds of a Permitted Discretionary Sale, Event of Loss or Casualty but only to the extent owing to the Borrower in accordance with the terms for purposes of this Agreement; provided clause (iii) that such modifications increase the fair market value (determined without regard to any previously existing Railcar defects) of such Railcar as certified by the Borrower, and no Optional Modification shall diminish the fair market value, utility, residual value or remaining economic useful life of such Portfolio Railcar below the fair market value, utility, residual value or remaining economic useful life thereof immediately prior to such Optional Modification, in more than a de minimis respect.

Optional Modifications and Improvements. The Borrower may may, upon consent of the Agent, modify, alter or improve any Portfolio Railcar in a manner which is not a Required Modification, including any Portfolio Railcar not then under a Lease (an ““ Optional ModificationModification ”), if the Borrower concludes in good faith that the proposed Optional Modification is likely to enhance the marketability of the Portfolio Railcar (or such Optional Modification is requested by a Lessee); provided that Optional Modifications may be funded only from (i) Capital Contributions capital contributions made by TILC to the Borrower (for the avoidance of doubt, such Capital Contributions capital contributions are permitted but not required under this Agreement), (ii) distributions which would otherwise be made to or at the direction of the Borrower pursuant to Section 2.07(c)(i) or Section 2.07(c)(ii), ) or (iii) proceeds of a Permitted Discretionary Sale, Event of Loss or Casualty but only to the extent owing to the Borrower in accordance with the terms for purposes of this Agreement; provided clause (iii) that such modifications increase the fair market value (determined without regard to any previously existing Railcar defects) of such Railcar as certified by the Borrower, and no Optional Modification shall diminish the fair market value, utility, residual value or remaining economic useful life of such Portfolio Railcar below the fair market value, utility, residual value or remaining economic useful life thereof immediately prior to such Optional Modification, in more than a de minimis respect.