Common use of Railcar Dispositions Clause in Contracts

Railcar Dispositions. If Net Disposition Proceeds have been transferred to the Collections Account, then (a) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed in accordance with the Outstanding Principal Balance of the Notes entitled to such payment, and (b) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment Notes being partially redeemed on such Payment Date will be reduced for all subsequent Payment Dates by an amount equal to the result of (a) the Scheduled Targeted Principal Balances of such Equipment Notes for each such Payment Date, minus (y) the product of (a) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (b) the Scheduled Targeted Principal Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of Redemption Premium (with such Redemption Premium, if owing, to be determined in the same manner).

Railcar Dispositions. If Net Disposition Proceeds have been transferred to the Collections Account, then (ai) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would shall be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed applied in accordance with the Outstanding Principal Balance Section 3.11(c), unless an Event of the Notes entitled to Default has occurred and is continuing, in which case, such paymentNet Disposition Proceeds shall be applied in accordance with Section 3.11(b), and (bii) on such Payment Date, the Scheduled Targeted Principal Balance Payment Amount of the Equipment Notes being partially redeemed on such Payment Date will be reduced to, for all subsequent Payment Dates by Dates, an amount equal to the result of (ax) the Scheduled Targeted Principal Balances Payment Amounts of such Equipment Notes for each such Payment Date, minus (y) the product of (aA) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (bB) the Scheduled Targeted Principal Balance Payment Amount of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale Net Disposition Proceeds are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount [Master Indenture] if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of a Redemption Premium (with such Redemption Premium, if owing, to be determined in the same manner); provided, however, that notwithstanding anything herein to the contrary, no Redemption Premium will be due (i) as a result of any Permitted Discretionary Sales (A) if occurring on or prior to the first anniversary of the Initial Closing Date, which, in the aggregate, are less than 25% of the sum of (x) the Adjusted Value of the Portfolio Railcars owned by the Issuer on the Initial Closing Date calculated as of the Initial Closing Date and (y) the Adjusted Value of the Portfolio Railcars contributed or acquired on any Delivery Date after the Initial Closing Date (if any) calculated as of such Delivery Date and (B) if occurring after the first anniversary of the Initial Closing Date, which, in the aggregate, are less than 30% of the sum of (x) the Adjusted Value of the Portfolio Railcars owned by the Issuer on the Initial Closing Date calculated as of the Initial Closing Date and (y) the Adjusted Value of the Portfolio Railcars contributed or acquired by the Issuer after the Initial Closing Date (if any) calculated as of the relevant Delivery Date or (ii) as a result of any Involuntary Railcar Dispositions, Scrap Value Dispositions or Purchase Option Dispositions, to the extent provided for in the related Series Supplement.

Railcar Dispositions. If Net Disposition Proceeds have been transferred to the Collections Account, then (a) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would shall be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed applied in accordance with the Outstanding Principal Balance Section 3.11(c), unless an Event of the Notes entitled to Default has occurred is continuing, in which case, such payment, Net Disposition Proceeds shall be applied in accordance with Section 3.11(b) and (b) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment Notes being partially redeemed on such Payment Date will be reduced for all subsequent Payment Dates by an amount equal to the result of (a) the Scheduled Targeted Principal Balances of such Equipment Notes for each such Payment Date, minus (y) the product of (ai) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (bii) the Scheduled Targeted Principal Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of Redemption Premium (assuming for such purpose that an Optional Redemption is permitted on such date with such Redemption Premium, if owing, to be determined in the same manner); provided, however, that notwithstanding anything herein to the contrary, no Redemption Premium will be due as a result of any Involuntary Railcar Dispositions, Purchase Option Dispositions or Permitted Discretionary Sales (the portion of which applied Net Disposition Proceeds to be invested in replacement Railcars), or, with respect to Permitted Discretionary Sales (the portion of which applied Net Disposition Proceeds to early repayment of Notes) or Redemption Dispositions, to the extent provided for in the related Series Supplement.

Railcar Dispositions. If Net Disposition Proceeds have been transferred to the Collections Account, then (ai) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would shall be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed applied in accordance with the Outstanding Principal Balance Section 3.11(c), unless an Event of the Notes entitled to Default has occurred and is continuing, in which case, such paymentNet Disposition Proceeds shall be applied in accordance with Section 3.11(b), and (bii) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment Notes being partially redeemed on such Payment Date will be reduced to, for all subsequent Payment Dates by Dates, an amount equal to the result of (ax) the Scheduled Targeted Principal Balances of such Equipment Notes for each such Payment Date, minus (y) the product of (aA) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (bB) the Scheduled Targeted Principal Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale Net Disposition Proceeds are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of a Redemption Premium (with such Redemption Premium, if owing, to be determined in the same manner); provided, however, that notwithstanding anything herein to the contrary, no Redemption Premium will be due (i) as a result of any Permitted Discretionary Sales which in the aggregate are less than 25% of the sum of (x) the Adjusted Value of the Portfolio Railcars owned by the Issuer on the Initial Closing Date calculated as of the Initial Closing Date and (y) the Adjusted Value of the Portfolio Railcars acquired by the Issuer after the Initial Closing Date (if any) calculated as of the relevant Delivery Date or (ii) as a result of any Involuntary Railcar Dispositions, Scrap Value Dispositions or Purchase Option Dispositions, to the extent provided for in the related Series Supplement.

Railcar Dispositions. If Net Disposition Proceeds have been transferred to the Collections Account, then (a) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would shall be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed applied in accordance with the Outstanding Principal Balance Section 3.11(c), unless an Event of the Notes entitled to Default has occurred is continuing, in which case, such payment, Net Disposition Proceeds shall be applied in accordance with Section 3.11(b) and (b) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment Notes being partially redeemed on such Payment Date will be reduced for all subsequent Payment Dates by an amount equal to the result of (a) the Scheduled Targeted Principal Balances of such Equipment Notes for each such Payment Date, minus (y) the product of (aii) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (bii) the Scheduled Targeted Principal Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of Redemption Premium (assuming for such purpose that an Optional Redemption is permitted on such date with such Redemption Premium, if owing, to be determined in the same manner); provided, however, that notwithstanding anything herein to the contrary, no Redemption Premium will be due as a result of any Involuntary Railcar Dispositions or Purchase Option Dispositions or, with respect to Permitted Discretionary Sales or Redemption Dispositions, to the extent provided for in the related Series Supplement.