Common use of Maintenance and Operation Clause in Contracts

Maintenance and Operation. The Owner, at its own cost and expense, shall maintain, repair and keep each Unit, (i) according to prudent industry practice, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.07, (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping in respect of such Unit) as compared to equipment of a similar nature which the Owner owns or leases. The Owner will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit.

Maintenance and Operation. (a) The OwnerVessel shall during the Charter period be in the full possession and at the absolute disposal for all purposes of the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, at its own cost her machinery, boilers, appurtenances and expense, shall maintain, repair and keep each Unit, (i) according to prudent industry practicespare parts in a good state of repair, in good working order, and in good physical efficient operating condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with good commercial maintenance practice and, except as provided for in Clause 13(f), they shall keep the Vessel with unexpired classification of the class indicated in Box 10 and with other required certificates in force at all applicable provisionstimes. The Charterers to take immediate shape to have the necessary repairs done within a reasonable time failing which the Owners shall have the right of withdrawing the Vessel from the service of the Charterers without noting any protest and without prejudice to any claim the Owners may otherwise have against the Charterers under the Charter. Unless otherwise agreed, in the event of any improvement, structural changes or expensive new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing more than 5 per cent of the Vessel's marine insurance value as stated in Box 27, then the extent, if any, to which the rate of insurance policies hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia, to the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration, according to Clause 26. The Charterers are required to be maintained pursuant to Section 4.07, (iv) in compliance in all material respects with any applicable laws establish and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner may, in good faith and by appropriate proceedings diligently conducted, contest the validity maintain financial security or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping responsibility in respect of all or other pollution damages as required by any government, including federal, state or municipal or other division of authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of the Charter without any delay. This obligation shall apply whether or not such Unit) as compared to equipment requirements have been lawfully imposed by such government or division of a similar nature which the Owner owns or leasesauthority thereof. The Owner will Charterers shall make and maintain all records, logs arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers' sole expense and other materials required by relevant industry standards the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or any governmental authority having jurisdiction over the Units required inability to be maintained in respect of any Unitdo so.

Maintenance and Operation. The Owner, Borrower shall either (x) at its own cost and expense, shall maintain, repair and keep each UnitRailcar, or (y) require the applicable Lessee to maintain, repair and keep each Railcar, (i) according to prudent industry practice, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner Borrower in respect of equipment owned or leased by the Owner Borrower similar in type to such UnitRailcar, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.07§8.7, (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual Rules of Interchange of the AAR, FRA rules and regulations and Rules of Interchange Rules as they apply to the maintenance and operation of the Equipment Railcars in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner Borrower may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units Railcars or materially adversely affect the rights or interests of the Indenture Trustee Administrative Agent in the Equipment Railcars or hereunder or otherwise expose the Indenture Trustee Administrative Agent or the Loan Participant any Lender to civil, regulatory, administrative or criminal sanctionssanctions or injunctive relief. In no event shall the Owner Borrower discriminate as to the use or maintenance of any Unit Railcar (including the periodicity of maintenance or record keeping in respect of such UnitRailcar) as compared to equipment of a similar nature which the Owner Borrower owns or leases. The Owner Borrower will maintain maintain, or shall require the applicable Lessee to maintain, all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units Eligible Railcars required to be maintained in respect of any UnitRailcar.

Maintenance and Operation. (a) The OwnerVessel shall, during the Charter period, be in the full possession and at its own cost the absolute disposal for all purposes of the Charterers and expenseunder their complete control in every respect. The Charterers shall maintain the Vessel, shall maintainher machinery, repair boilers, appurtenances and keep each Unit, (i) according to prudent industry practicespare parts in a good state of repair, in good working orderefficient operation condition, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with good commercial maintenance practice, wear and tear always excepted and, except as provided for in Clause 13(1), they shall keep the Vessel with unexpired classification of the class indicated in Box 10 (or such other class as may be assigned to the Vessel by any subsequent classification society) and with other required certificates in force at all applicable provisionstimes. The Charterers to take immediate steps to have material, necessary repairs done within a reasonable time failing which, after written notice and a reasonable opportunity to cure, the Owners shall have the right of withdrawing the Vessel from the service of the Charterers without noting any protest and without prejudice to any claim the Owners may otherwise have against the Charterers under the Charter. Unless otherwise agreed, in the event of any improvement, structural changes, or expensive new equipment becoming necessary for the continued operation of the Vessel by reason of the Vessel's marine insurance value as stated in Box 27, then the extent, if any, to which the rate of insurance policies hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter ail, to the length of the period remaining under the Charter, shall in the absence of agreement, be referred to arbitration according to Clause 79. The Charterers are required to be maintained pursuant to Section 4.07, (iv) in compliance in all material respects with any applicable laws establish and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner may, in good faith and by appropriate proceedings diligently conducted, contest the validity maintain financial security or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping responsibility in respect of oil or other pollution damage as required by any government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance of this Charter without any delay. This obligation shall apply whether or not such Unit) as compared to equipment of a similar nature which the Owner owns requirements have been lawfully imposed by such government or leasesdivision or authority thereof. The Owner will Charterers shall make and maintain all records, logs arrangements by bond or otherwise as may be necessary to satisfy such requirements at the Charterers' sole expense and other materials required by relevant industry standards the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for any failure or any governmental authority having jurisdiction over the Units inability to do so. TOVALOP SCHEME. (Applicable to oil tank vessels only). - The Charterers are required to be maintained in respect enter the Vessel under the TOVALOP SCHEME or under any similar compulsory scheme upon delivery under this Charter and to maintain her so during the currency of any Unitthis Charter.

Maintenance and Operation. The OwnerThrough the Closing, at its own cost the Property Owners agree to maintain and expense, shall maintain, repair and keep each Unit, (i) according to prudent industry practice, operate the Developed Property in good working order, and in good physical condition for railcars the ordinary course of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s warranties in effect business and in accordance with all applicable provisionsits established operating policies and procedures and in the manner maintained and operated prior to the date of this Agreement, if anysubject to any limitations or restrictions as set forth herein. Each Property Owner agrees that from the date of this Agreement to the Closing Date, it will: (i) use its reasonable efforts to preserve its relations with tenants and others having business dealings with it; (ii) not mortgage or encumber any part of insurance policies required the Property or take or suffer any other action affecting title to the Property without the prior written consent of Transferee such consent not to be maintained pursuant unreasonably withheld or delayed (it being agreed that if Transferee fails to Section 4.07deny such consent or approval with respect to any non-material, non-monetary encumbrance within five (5) business days after written request therefore, Transferee shall be deemed to have granted such consent or approval hereunder); (iii) not become a party to any new licenses, equipment leases, contracts or agreements of any kind relating to the Property, except such contracts or agreements as will be terminated at or prior to Closing without cost or expense to Transferee or contracts which Transferee agrees to assume at Closing, such agreement not to be unreasonably withheld or delayed (it being agreed that if Transferee fails to deny such consent or approval with respect to any such contract or agreement within five (5) business days after written request therefore, Transferee shall be deemed to have granted such consent or approval hereunder); and (iv) not intentionally take any action that would reasonably be likely to result in compliance in all a material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008adverse change to the "as-2)] regulations, including, without limitation, the Field Manual built" surveys of the AAR, FRA rules and regulations and Interchange Rules as they apply to Developed Property identified on the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping in respect of such Unit) as compared to equipment of a similar nature which the Owner owns or leases. The Owner will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit.attached Schedule O.

Maintenance and Operation. The Owner, Borrower shall either (x) at its own cost and expense, shall maintain, repair and keep each UnitRailcar, or (y) require the applicable Lessee to maintain, repair and keep each Railcar, (i) according to prudent industry practice, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner Borrower in respect of equipment owned or leased by the Owner Borrower similar in type to such UnitRailcar, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.07§8.7, (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual Rules of Interchange of the AAR, FRA rules and regulations of the FRA, the DOT or Rail Canada and Rules of Interchange Rules as they apply to the maintenance and operation of the Equipment Railcars in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner Borrower may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units Railcars or materially adversely affect the rights or interests of the Indenture Trustee Administrative Agent in the Equipment Railcars or hereunder or otherwise expose the Indenture Trustee Administrative Agent or the Loan Participant any Lender to civil, regulatory, administrative or criminal sanctionssanctions or injunctive relief. In no event shall the Owner Borrower discriminate as to the use or maintenance of any Unit Railcar (including the periodicity of maintenance or record keeping in respect of such UnitRailcar) as compared to equipment of a similar nature which the Owner Borrower owns or leases. The Owner Borrower will maintain maintain, or shall require the applicable Lessee to maintain, all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units Eligible Railcars required to be maintained in respect of any UnitRailcar as required as of the Restatement Date and required under any subsequent regulation or ruling.

Maintenance and Operation. The Owner, Borrower shall either (x) at its own cost and expense, shall maintain, repair and keep each UnitRailcar, or (y) require the applicable Lessee to maintain, repair and keep each Railcar, (i) according to prudent industry practice, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent with maintenance practices used by the Owner Borrower in respect of equipment owned or leased by the Owner Borrower similar in type to such UnitRailcar, (iii) in accordance in all material respects with all manufacturer’s warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.07§8.7, (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual Rules of Interchange of the AAR, FRA rules and regulations of the FRA, the DOT or Transport Canada and Rules of Interchange Rules as they apply to the maintenance and operation of the Equipment Railcars in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue service; provided, however, that the Owner Borrower may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession or operation of any of the Units Railcars or materially adversely affect the rights or interests of the Indenture Trustee Administrative Agent in the Equipment Railcars or hereunder or otherwise expose the Indenture Trustee Administrative Agent or the Loan Participant any Lender to civil, regulatory, administrative or criminal sanctionssanctions or injunctive relief. In no event shall the Owner Borrower discriminate as to the use or maintenance of any Unit Railcar (including the periodicity of maintenance or record keeping in respect of such UnitRailcar) as compared to equipment of a similar nature which the Owner Borrower owns or leases. The Owner Borrower will maintain maintain, or shall require the applicable Lessee to maintain, all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units Eligible Railcars required to be maintained in respect of any UnitRailcar as required as of the Restatement Date and required under any subsequent regulation or ruling.

Maintenance and Operation. The Owner(a) Lessee, at its own cost and ------------------------- expense, shall maintain, repair and keep each Unit, or cause the Manager under the Management Agreement to maintain, repair and keep each Unit, (i) according to prudent industry practicepractice and in all material respects, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent with maintenance practices used by the Owner Manager in respect of equipment railcars owned or leased managed by the Owner Manager similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s 's warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.0712, and (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulationsregulations from time to time in effect, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue serviceimposed; provided, however, that that, so long as the Owner Manager is similarly contesting such law or regulation with respect to all other similar equipment owned or operated by Manager, Lessee may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession possession, operation or operation return of any of the Units or materially adversely affect the rights or interests of Lessor and the Indenture Trustee in the Equipment or hereunder or otherwise expose Lessor, the Indenture Trustee or the Loan any Participant to criminal sanctionssanctions or release Lessee from the obligation to return the Equipment in compliance with the provisions of Section 6.2; provided further, that Lessee shall promptly notify Lessor and Indenture Trustee in reasonable detail of any such contest. In no event shall the Owner Lessee discriminate in any material respect as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping recordkeeping in respect of such Unit) as compared to equipment of a similar nature which the Owner Manager owns or leasesmanages. The Owner Lessee will maintain in all material respects all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit, all as if Lessee were the owner of such Units, regardless of whether any such requirements, by their terms, are nominally imposed on Lessee, Lessor or Owner Participant.

Maintenance and Operation. The Owner(a) Lessee, at its own cost and expense, shall maintain, repair and keep each Unit, Unit (i) according to prudent industry practice, in good working order, order and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner consistent in all material respects with maintenance practices used by the Owner Lessee in respect of equipment owned or leased by the Owner Lessee similar in type to such Unit, (iii) in accordance in all material respects with all manufacturer’s manufacturers' warranties in effect and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 4.0712, and (iv) in compliance in all material respects with any applicable laws and 17 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] regulations, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment in interchange regardless of upon whom such applicable laws and regulations are nominally imposed and (v) in a condition mechanically suitable for interchange by an operator in revenue serviceimposed; provided, however, that the Owner Lessee may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any reasonable manner which does not materially interfere with the use, possession possession, operation or operation return of any of the Units or materially adversely affect the rights or interests of Lessor and the Indenture Trustee in the Equipment or hereunder or otherwise expose Lessor, the Bank, the Indenture Trustee or the Loan any Participant to criminal sanctionsliability, or material 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 release Lessee from the obligation to return the Equipment in compliance with the provisions of Section 6.2. Lessee shall provide Lessor and the Indenture Trustee with notice of any contest of the type described in the preceding sentence in detail sufficient to enable Lessor and the Indenture Trustee to ascertain whether such contest may have an effect of the type described in the preceding sentence. In no event shall the Owner Lessee discriminate as to the use or maintenance of any Unit (including the periodicity of maintenance or record keeping in respect of such Unit) as compared to equipment of a similar nature which the Owner Lessee owns or leases. The Owner Lessee will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit, all as if Lessee were the owner of such Units, regardless of whether any such requirements, by their terms, are nominally imposed on Lessee, Lessor or Owner Participant.