Common use of Required Modifications Clause in Contracts

Required Modifications. In the event the AAR, DOT or any other Governmental Authority having jurisdiction over the Railcars or any other applicable Law requires as a condition of continued use or operation of any such Railcar that such 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, on behalf of the Relevant Company, in a timely manner; provided, however, that the Manager may, on behalf of any 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 Railcar or materially adversely affect the rights or interests of the Relevant Company or the Indenture Trustee in the Railcar or subject the Relevant Company, the Class A Note Insurer or the Indenture Trustee or any Holder to criminal or material financial sanctions or relieve the Lessee of the obligation to return the Railcar in compliance with the provisions of such Lease or other related 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 Backup Manager, the Class A Note Insurer and the Indenture 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, on a non-discriminatory basis, believes that any Required Modification to a Railcar would be economically impractical, it shall so advise the Relevant Company and, if directed by such Company, in lieu of making the Required Modifications as provided above, the Manager shall provide written notice to such Company that such Required Modification is economically impractical, and shall treat such Railcar as if an Event of Loss had occurred as of the date of such written notice with respect to such Railcar. In such event, the provisions of the related Lease and this Agreement with respect to an Event of Loss shall apply with respect to such Railcar. 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 fund such costs, the requirements of the applicable 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 Backup Manager, Class A Note Insurer and the Indenture Trustee regarding such assessment.

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, DOT or any other Governmental Authority having jurisdiction over (z) the Railcars or any other applicable Law requires as a condition of continued use or operation terms of any such Railcar that such Railcar 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 Relevant Company, in a timely manner; provided, however, that the Manager Lessee may, on behalf of any 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 Railcar or materially adversely affect the rights or interests maintenance of the Relevant Company Undivided Interest in any material respect or any material adverse effect on the 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 Railcar or subject the Relevant Company, the Class A Note Insurer Undivided Interest or the Indenture Trustee or any Holder to criminal or material financial sanctions or relieve the Lessee of the obligation to return the Railcar in compliance with coverage under 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 Transaction Documents (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 Relevant Company, the Backup Manager, the Class A Note Insurer and the Indenture 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, on a non-discriminatory basis, believes that any Required Modification to a Railcar would be economically impractical, it shall so advise the Relevant Company and, if directed by such Company, in lieu of making the Required Modifications as provided above, the Manager shall provide written notice to such Company that such Required Modification is economically impractical, and shall treat such Railcar as if an Event of Loss had occurred as of the date of such written notice with respect to such Railcar. In such event, the provisions of the related Lease and this Agreement with respect to an Event of Loss shall apply with respect to such Railcar. 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 fund such costs, the requirements of the applicable 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 Backup Manager, Class A Note Insurer and the Indenture Trustee regarding such assessmentFacility Lease.

Required Modifications. In the event the AAR, DOT or any other Governmental Authority having jurisdiction over the Railcars or any other applicable Law requires as a condition of continued use or operation of any such Railcar that such 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, on behalf of the Relevant Company, in a timely manner; provided, however, that the Manager may, on behalf of any 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 Railcar or materially adversely affect the rights or interests of the Relevant Company Company, the Agent or the Indenture Trustee Lenders in the Railcar or subject the Relevant Company, the Class A Note Insurer or the Indenture Trustee Agent or any Holder the Lenders to criminal or material financial sanctions or relieve the Equipment Lessee of the obligation to return the Railcar in compliance with the provisions of such Lease or other related 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 Backup Manager, the Class A Note Insurer Company and the Indenture Trustee 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, on a non-discriminatory basis, reasonably believes in good faith that any Required Modification to a Railcar would be economically impractical, it shall so advise the Relevant Company and, if directed by such the Company, in lieu of making the Required Modifications as provided above, the Manager shall provide written notice to such the Company that such Required Modification is economically impractical, and shall treat such Railcar as if an Event of Casualty Loss had occurred as of the date of such written notice with respect to such Railcar. In such event, the provisions of the related Lease and this Agreement with respect to an Event of a Casualty Loss shall apply with respect to such Railcar. 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 fund such costs, the requirements of the applicable 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 Backup Manager, Class A Note Insurer and the Indenture Trustee Agent regarding such assessment.

Required Modifications. In the event the AAR, DOT the United ---------------------- States Department of Transportation or any other Governmental Authority having jurisdiction over the Railcars United States or state governmental agency or any other applicable Law law requires as a condition of continued use or operation of any such Railcar Unit that such Railcar 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, Lease on behalf of the Relevant Company, Company in a timely manner; provided, however, that the Manager may, on behalf of any 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 Railcar Unit or materially adversely affect the rights or interests of the Relevant Company or the applicable Lessor or Indenture Trustee in the Railcar Equipment or subject under the Relevant Company, applicable Lease or other related Operative Agreement or otherwise expose the Class A Note Insurer Company or the such Lessor or such Indenture Trustee or any Holder Participant to criminal or material financial sanctions or relieve the Lessee Company of the obligation to return the Railcar Equipment in compliance with the provisions of such Lease or other related Transaction Documents 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 Relevant Company, the Backup Manager, the Class A Note Insurer Owner Trustees and the Indenture Trustee 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, on a non-discriminatory basis, believes that any Required Modification to a Railcar Unit would be economically impractical, it shall so advise the Relevant Company and, if directed by such the Company, in lieu of making the Required Modifications Modification as provided above, the Manager shall provide written notice to such Company the applicable Lessor that such Required Modification is economically impractical, and shall treat such Railcar Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such RailcarUnit. In such event, event the provisions of the related Lease and this Agreement with respect to an Event Events of Loss shall apply with respect to such RailcarUnit. 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 Lease Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Relevant Company, with copies to the Backup Manager, Class A Note Insurer Owner Trustees and the Indenture Trustee Participants regarding such assessment.

Required Modifications. In the event the AAR, DOT the United States Department of Transportation, or any other Governmental Authority having jurisdiction over the Railcars United States, state or local governmental agency or any other applicable Law law or requirements of insurance policies maintained pursuant to Section 12 requires as a condition of continued use or operation of that any such Railcar that such Railcar 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 Relevant Company, in a timely mannerat its own expense; provided, however, that the Manager Lessee may, on behalf of 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 Railcar Unit or materially adversely affect the rights or interests of the Relevant Company or Lessor and the Indenture Trustee in the Railcar Equipment or subject the Relevant Companyhereunder or otherwise expose Lessor, the Class A Note Insurer or Bank, the Indenture Trustee or any Holder 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 Lessee of the obligation to return the Railcar Equipment in compliance with the provisions of such Lease or other related Transaction Documents (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 Relevant Company, the Backup Manager, the Class A Note Insurer and the Indenture Trustee 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 Managercontrary, on a non-discriminatory basis, believes if Lessee determines in good faith that any Required Modification to a Railcar Unit would be economically impractical, it shall so advise the Relevant Company and, if directed by such Company, in lieu of making the Required Modifications Modification as provided above, the Manager shall Lessee may provide written notice of such determination to such Company that such Required Modification is economically impractical, Lessor and shall either (i) treat such Railcar Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such Railcar. In Unit; 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 an Event of Loss shall apply with respect to such Railcar. 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 conditions set forth in Section 10.1; provided that Lessee shall not discriminate against such Unit in making such determination of economic impracticality as compared with other sources of funds which would be available to fund such costs, the requirements equipment of the applicable Lease and same type as such other factors as the Manager considers necessary Unit which is owned or appropriate and shall provide a report to the Relevant Company, with copies to the Backup Manager, Class A Note Insurer and the Indenture Trustee regarding such assessmentleased by Lessee.

Required Modifications. In in the event the AAR, DOT the United ---------------------- States Department of Transportation or any other Governmental Authority having jurisdiction over the Railcars United States or state governmental agency or any other applicable Law law requires as a condition of continued use or operation of any such Railcar Unit that such Railcar 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, Lease on behalf of the Relevant Company, Company in a timely manner; provided, however, that the Manager may, on behalf of any 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 Railcar Unit or materially adversely affect the rights or interests of the Relevant Company or the applicable Lessor or Indenture Trustee in the Railcar Equipment or subject under the Relevant Company, applicable Lease or other related Operative Agreement or otherwise expose the Class A Note Insurer Company or the such Lessor or such Indenture Trustee or any Holder Participant to criminal or material financial sanctions or relieve the Lessee Company of the obligation to return the Railcar Equipment in compliance with the provisions of such Lease or other related Transaction Documents 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 Relevant Company, the Backup Manager, the Class A Note Insurer Owner Trustees and the Indenture Trustee 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, on a non-discriminatory basis, Manager believes that any Required Modification to a Railcar Unit would be economically impractical, it shall so advise the Relevant Company and, if directed by such the Company, in lieu of making the Required Modifications Modification as provided above, the Manager shall provide written notice to such Company the applicable Lessor that such Required Modification is economically impractical, and shall treat such Railcar Unit as if an Event of Loss had occurred as of the date of such written notice with respect to such RailcarUnit. In such event, event the provisions of the related Lease and this Agreement with respect to an Event Events of Loss shall apply with respect to such RailcarUnit. 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 Lease Leases and such other factors as the Manager considers necessary or appropriate and shall provide a report to the Relevant Company, with copies to the Backup Manager, Class A Note Insurer Owner Trustees and the Indenture Trustee 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.