Common use of Required Modifications Clause in Contracts

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such law, regulation, requirement or rule in any manner that does not materially interfere with the use, possession, subleasing, operation, maintenance or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases or expose Lessor, Policy Provider or the Indenture Trustee to criminal sanctions. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impractical, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit; provided, however, that Lessee shall not discriminate against such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by Manager.

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the 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 law, regulation, requirement or rule with respect to all other similar equipment owned or operated by the Manager or the Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar Lease Agreement (TRLI 2001-1B) circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit except that the amount payable under Section 11.2(ii)(a) as a result of such determination shall be an amount equal to the greater of the Fair Market Sales Value or Stipulated Loss Amount of such Unit; providedprovided 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, however, that Lessee shall not discriminate against 11.3 and 11.4 with respect to such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by ManagerUnits.

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the 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 law, regulation, requirement or rule with respect to all other similar equipment owned or operated by the Manager or the Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit; provided, however, that Lessee shall not discriminate against such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by Manager.such

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the 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 law, regulation, requirement or rule with respect to all other similar equipment owned or operated by the Manager or the Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit except that the amount payable under Section 11.2(ii)(a) as a result of such determination shall be an amount equal to the greater of the Fair Market Sales Value or Stipulated Loss Amount of such Unit; providedprovided 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, however, that Lessee shall not discriminate against 11.3 and 11.4 with respect to such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by ManagerUnits.

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the 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 law, regulation, requirement or rule with respect to all other similar equipment owned or operated by the Manager or the Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit; provided, however, Unit except that Lessee shall not discriminate against such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by Manager.amount payable under Section

Required Modifications. In the event the AAR, the United States Department of Transportation, or any other United States, state or local governmental agency or any other applicable law requires that any Unit be altered, replaced or modified (a "Required Modification to a Unit is requiredModification"), Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or and the Indenture Trustee in the Units Equipment or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the Equipment in compliance with the provisions of Section 6.2. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) good faith that any Required Modification to a Unit would be economically impractical, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and 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; provided that upon such occurrence Lessee shall have only the right to replace such Unit and in such event under the provisions of Sections 11.2(iiSection 11.2(i), 11.3 and 11.4 shall apply with respect to 11.4, or (ii) if such Unitdetermination is made on or after the seventh anniversary of the Basic Term Commencement Date, either treat such Unit as provided in clause (i) above or treat such Unit as a Terminated Unit on the terms and conditions set forth in Section 10.1; provided, however, provided that Lessee shall not discriminate against such Unit in making such determination of economic impracticability impracticality as compared with other equipment of the same type and similarly situated that as such Unit which is owned or leased by Lessee or managed by ManagerLessee.

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, rule, regulation or requirement requires that any Unit be altered or modified (a "Required Modification to a Unit is requiredModification"), Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units Equipment or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve 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 law, regulation, requirement or rule with respect to all other 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 Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of the Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit except that the amount payable under Section 11.2(ii)(a) as a result of such determination shall be an amount equal to the greater of the Fair Market Sales Value or Stipulated Loss Value of such Unit; providedprovided 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, however, that Lessee shall not discriminate against 11.3 and 11.4 with respect to such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by ManagerUnits.

Required Modifications. In the event a Required Modification to a Unit is required, Lessee agrees to make or cause to be made such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or the Indenture Trustee in the Units or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the 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 law, regulation, requirement or rule with respect to all other similar equipment owned or operated by the Manager or the Sublessee, as applicable. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee Lessee, on a non-discriminatory basis, determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) that any Required Modification to a Unit would be economically impracticalimpractical and the Manager certifies that it has made a similar determination with respect to similar railcars in similar circumstances which are part of the Manager's Fleet, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such 16 Lease Agreement (TRLI 2001-1C) Unit and in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply with respect to such Unit; provided, however, Unit except that Lessee shall not discriminate against such Unit in making such determination of economic impracticability as compared with other equipment of the same type and similarly situated that is owned or leased by Lessee or managed by Manager.amount payable under Section

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 that any Unit be altered, replaced or modified (a "Required Modification to a Unit is requiredModification"), Lessee agrees to make or cause to be made --------------------- such Required Modification at its own expense; provided, however, that Lessee (or applicable Sublessee) ----------------- may, 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 that which does not materially interfere with the use, possession, subleasing, operation, maintenance operation or return of any Unit or materially adversely affect the rights or interests of Lessor or and the Indenture Trustee in the Units Equipment or Subleases hereunder or otherwise expose Lessor, Policy Provider or the Indenture Trustee or any Participant to criminal sanctionssanctions or relieve Lessee of the obligation to return the Equipment in compliance with the provisions of Section 6.2. Title to any Required Modification shall immediately vest in Lessor. Notwithstanding anything herein to the contrary, if Lessee determines in its reasonable judgment consistent with Prudent Industry Practice (as evidenced by an Officer's Certificate of Lessee to such effect, confirmed by an Officer's Certificate of the Manager) good faith that any Required Modification to a Unit would be economically impractical, in lieu of making the Required Modification as provided above, Lessee may provide written notice of such determination to Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Unit and in such event the provisions of Sections 11.2(ii)11.2, 11.3 and 11.4 shall apply with respect to such Unit; provided, however, provided that Lessee shall not discriminate -------- against such Unit in making such determination of economic impracticability impracticality as compared with other equipment of the same type and similarly situated that as such Unit which is owned or leased by Lessee or managed by ManagerLessee.