Common use of Conditions Precedent to All Conveyances Clause in Contracts

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) or any Series Enhancer may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable the Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such the Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such datedate by such Seller. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances obligations of the Purchaser to take place pay the Purchase Price for the Transferred Assets sold on any Delivery Purchase Date hereunder shall be subject to the further conditions precedent thatsatisfaction of the following conditions: (a) The following statements shall be true: (i) the All representations and warranties of each applicable the Seller contained in Article IV this Agreement shall be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on and such Purchase Date (or, it specifically referring to an earlier date, as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such earlier date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.); (b) The Seller shall not be in breach in any material respect of any obligations required to be performed by the provisions of this Agreement as of the applicable Purchase Date; (c) The Maturity Date has not yet occurred; (d) (i) The Purchaser shall have received a Delivery Schedule, dated duly executed and completed Purchase Notice and (ii) the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other actionreceived evidence of the approval of the Administrative Agent, including delivery in its sole and absolute discretion of approvals, consents, opinions, documents and instruments the Conveyance to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request.Collateral Obligations identified on the Purchase Notice; and (de) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described Transferred Assets being Conveyed on such Purchase Date (or in the applicable Delivery Schedulescase of the Participated Loans, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leasesthe Elevation Date), and upon the Conveyance of such Railcars, related Leases and Related Assets Transferred Asset from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assetssuch Transferred Asset, free and clear of any Encumbrance Lien (other than Permitted EncumbrancesLiens), and upon the Conveyance of any Participated Loan from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired an undivided 100% participation interest in such Collateral Obligation on the Purchase Date, free and clear of any Lien (other than Permitted Liens).

Conditions Precedent to All Conveyances. The Conveyances obligations of the Purchaser to take place pay the Purchase Price for the Transferred Assets sold on any Delivery Purchase Date hereunder shall be subject to the further conditions precedent thatsatisfaction of the following conditions: (a) The following statements shall be true: (i) the All representations and warranties of each applicable the Seller contained in Article IV this Agreement shall be true and correct on in all material respects (or if such representation and as of warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such Delivery Date, both before representation and after giving effect to the Conveyance to take place warranty shall be true and correct in all respects) on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.Purchase Date; (b) All information concerning the Transferred Assets provided to the Purchaser shall have received a Delivery Schedule, dated and the date of the applicable Delivery Date, executed Administrative Agent by the applicable Seller, listing Seller shall comply with the Railcars and Leases being Conveyed on such daterequirements of Section 4.1(o). (c) The applicable Seller shall have taken such other action, including delivery not be in breach in any material respect of approvals, consents, opinions, documents and instruments any obligations required to be performed by the Purchaser, provisions of this Agreement as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request.applicable Purchase Date; (d) The applicable Final Maturity Date has not yet occurred; (e) (i) The Purchaser shall have received a duly executed and completed Purchase Notice and (ii) the Seller shall have received evidence of the approval of the Administrative Agent, in its sole and absolute discretion of the Conveyance to the Purchaser of the Collateral Assets identified on the Purchase Notice; (f) The Seller shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents of any of the Eligible Collateral Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date; and (g) The Seller shall have taken all steps necessary under all applicable law Applicable Law in order to Convey to the Purchaser the Railcars described Transferred Assets being Conveyed on such Purchase Date (or in the applicable Delivery Schedulescase of the Participated Assets, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leasesthe Elevation Date), and upon the Conveyance of such Railcars, related Leases and Related Assets Transferred Asset from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assetssuch Transferred Asset, free and clear of any Encumbrance Lien (other than Permitted EncumbrancesLiens), and upon the Conveyance of any Participated Asset from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired an undivided 100% participation interest in such Collateral Asset on the Purchase Date, free and clear of any Lien (other than Permitted Liens).

Conditions Precedent to All Conveyances. The Conveyances obligation of SPV to take place pay for each Sold Receivable, or to accept the contributions of each Contributed Receivable, as applicable, on each Conveyance Date (including the initial Conveyance Date and the date of any Delivery Date hereunder substitution under Section 6) shall be subject to the further conditions precedent thatthat on such Conveyance Date: (a) The following statements shall be true (and delivery by the Company of a Request Notice, and the acceptance by the Company of the SPV Purchase Price for any Receivables on any Conveyance Date, if applicable, shall constitute a representation and warranty by the Company that on such Conveyance Date such statements are true:): (i) the representations and warranties of each applicable Seller the Company contained in Article IV the Loan Documents shall be true and correct on and as of such Delivery Conveyance Date, both before and after giving effect to the such Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; (ii) no event has occurred, or would result from such Conveyance or from the application of the proceeds therefrom, which constitutes an Event of Default, a Default or a Developer Event of Termination (except as described in clause (f) of the definition thereof); (iii) no event has occurred which constitutes a Subservicer Event of Default or would constitute a Potential Subservicer Event of Default; and (iiiv) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it each Receivable designated as an Eligible Receivable is a party.an Eligible Receivable; (b) Purchaser SPV shall have received a Delivery ScheduleSale Assignment in the form attached as Exhibit A hereto, dated the related Conveyance Date, executed by SPV and the Company; (c) Certified copies of requests for information or copies (or a similar search report certified by a party acceptable to TFC and the Administrative Agent), dated a date reasonably near and prior to the date of the applicable Delivery Date, executed by the applicable Sellerinitial Conveyance, listing all effective financing statements and other similar instruments and documents including those referred to above in Section 3.1(a) which name each of the Railcars Company or SPV, as the case may be, as debtor, and Leases being which are filed in the Lien Filing Offices, together with copies of such financing statements, none of which, except those filed pursuant to Section 3.1(a) above and those relating to Permitted Liens, shall cover any Conveyed on such dateAssets. (cd) The applicable Seller representations and warranties of the Company contained in the Sale Assignment shall be correct on and as of such Conveyance Date, before and after giving effect to such Conveyance and to the application of proceeds therefrom, as though made on and as of such date; (e) The Company shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to TFC and the PurchaserAdministrative Agent, as TFC and the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) Administrative Agent may reasonably request.; (df) No Material Adverse Effect shall have occurred with respect to the Company since the preceding Conveyance Date and there shall have been no material adverse change in the financial markets or in the ability of TFC to securitize its interests in the Loan and related assets, since the preceding Conveyance; (g) With respect to all Sold Receivables and Contributed Receivables existing on the Closing Date (other than Specified Receivables and the ONS Receivables), at least three days (3) days prior to the Closing Date and, with respect to each Substitute Receivable, at least three (3) days prior to the related Substitution Date the Company shall deliver or cause to be delivered to TFC title insurance commitments (endorsed to TFC) to issue a mortgagee's title insurance policy, in A.L.T.A. form, underwritten by a company acceptable to TFC and the Administrative Agent in all respects, which commitments will insure the lien of each Timeshare pledged to TFC in an amount not less than the Outstanding Balance of the applicable Receivables and containing such affirmative coverage as TFC and the Administrative Agent deem reasonably necessary; (h) The applicable Seller Company shall have taken furnish or cause to be furnished to TFC and the Administrative Agent, a policy or policies of fire and all steps necessary under all applicable law risk property insurance, including extended coverage for the full replacement value of the related Units and/or Resort in order amounts sufficient to Convey avoid co-insurance liability, naming TFC and its assigns as mortgagee, loss payee, or additional insured as TFC and the Administrative Agent shall so specify. Resort insurance amounts, deductible and coverages shall be subject to TFC's and the Administrative Agent's approval, with thirty (30) days prior notice of cancellation or modification; provided however, it is agreed that the insurance policies delivered by the Company to TFC and the Administrative Agent prior to the Purchaser Closing Date are acceptable to TFC and the Railcars described on Administrative Agent; (i) Evidence that all insurance policies (including casualty, liability and title insurance) required to be maintained with respect to the applicable Delivery Schedules, all Leases related to such Railcars Resorts hereunder are in full force and effect and all Related Assets related premiums with respect thereto have been paid in full; and (j) The Receivables listed in the Sale Assignment or any written report to such Railcars and/or LeasesTFC and the Administrative Agent as having been transferred to SPV are subject to a first priority, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected security or ownership interest in favor of SPV, except to the Conveyed Railcars, related Leases and Related Assets, free and clear extent of any Encumbrance (other than Permitted Encumbrances)Liens.

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) each such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements Conveyance Documents to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances Conveyance to take place on any Delivery the initial Conveyance Date hereunder and each Conveyance to take place on a subsequent Conveyance Date shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller Maxtor contained in Article IV Section 4.1 shall be true and correct on and as of such Delivery DateConveyance Date in all material respects, both before and after giving effect to the Conveyance to take place on such Delivery Conveyance Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be Maxtor is in compliance in all material respects with all each of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.herein; (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller Maxtor shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) any assignee thereof may reasonably request.; (c) With respect to each Conveyance Date other than the initial Conveyance Date, Maxtor shall have Conveyed all of the Receivables originated by it (other than Foreign Receivables) since the previous Conveyance Date; (d) The applicable Seller Maxtor shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described Receivable being Conveyed on the applicable Delivery Schedulessuch Conveyance Date and Other Conveyed Property related thereto and, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, Receivable and Other Conveyed Property related Leases and Related Assets thereto from the applicable Seller Maxtor to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to to, and a valid and perfected ownership interest in in, the Conveyed Railcars, Receivables being Conveyed on such Conveyance Date and Other Conveyed Property related Leases and Related Assetsthereto, free and clear of any Encumbrance Adverse Claim (other than any Other Permitted EncumbrancesLiens) or restrictions on transferability; and (e) There shall have been no material adverse change in the condition (financial or otherwise), business, or results of operations of Maxtor since the preceding Conveyance Date.

Conditions Precedent to All Conveyances. The Conveyances Conveyance to take place on any Delivery the initial Conveyance Date and each Conveyance to take place on a subsequent Conveyance Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller FCC contained in Article IV Section 4.1 shall be true and correct on and as of such Delivery DateConveyance Date in all material respects, both before and after giving effect to the Conveyance to take place on such Delivery Conveyance Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be FCC is in compliance in all material respects with all each of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a partyherein. (b) The Purchaser shall have received a Delivery Schedulean Assignment, dated the date of the applicable Delivery such Conveyance Date, executed by the applicable SellerFCC, listing the Railcars and Leases each Receivable being Conveyed on such dateConveyance Date. (c) The applicable Seller FCC shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof each item contained in the Receivable Files of, and any other chattel paper (as defined in the UCC) representing or evidencing, any of the Receivables or Related Security or Other Conveyed Property related thereto being Conveyed on such Conveyance Date. (d) FCC shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) any assignee thereof may reasonably request. (de) The applicable Seller FCC shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described Receivable being Conveyed on such Conveyance Date and the applicable Delivery SchedulesRelated Security and the Other Conveyed Property related thereto and, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, Receivable and the Related Security and the Other Conveyed Property related Leases and Related Assets thereto from the applicable Seller FCC to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, Receivables and the Related Security and Other Conveyed Property related Leases and Related Assetsthereto, free and clear of any Encumbrance Adverse Claim or restrictions on transferability. (other than Permitted Encumbrancesf) There shall have been no material adverse change in the condition (financial or otherwise), business, or results of operations of FCC since the preceding Conveyance Date.

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such the Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such datedate by the Seller. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

Conditions Precedent to All Conveyances. The Conveyances obligations of the Purchaser to take place pay the Purchase Price for the Transferred Assets sold on any Delivery Purchase Date hereunder shall be subject to the further conditions precedent thatsatisfaction of the following conditions: (a) The following statements shall be true: (i) the All representations and warranties of each applicable the Seller contained in Article IV this Agreement shall be true and correct in all material respects on such Purchase Date; (b) All information concerning the Transferred Assets provided to the Purchaser and the Administrative Agent shall be true and correct in all material respects as of such Delivery Purchase Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and; (iic) such The Seller shall have performed in all material respects all other obligations required to be in compliance with all performed by the provisions of its covenants and other agreements set forth in this Agreement and Agreement, the other Operative Agreements Facility Documents to which it is a party.party and the Related Documents with respect to the Transferred Assets; (bd) No Default or Event of Default shall have occurred and be continuing or would result from such Conveyance; (e) The Final Maturity Date has not yet occurred; (f) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Conveyance by the Purchaser in accordance with the provisions hereof; (g) The Purchaser shall have received a Delivery Scheduleduly executed and completed Purchase Notice that is true, dated the date accurate and complete in all material respects as of the applicable Delivery related Purchase Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date.; (ch) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments delivered to the Purchaser, as Custodian on behalf of the Purchaser or and any assignee thereof each item required to be contained in the Indenture Trustee (acting at Collateral Loan Documents and the direction Collateral Loan File Checklist of any of the Requisite Majority) may reasonably request.Eligible Collateral Loans related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date; and (di) The applicable Seller shall have taken all steps necessary under all applicable law Applicable Law in order to Convey to the Purchaser the Railcars described Transferred Assets being Conveyed on the applicable Delivery Schedulessuch Purchase Date and, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets Transferred Asset from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assetssuch Transferred Asset, free and clear of any Encumbrance Lien, security interest, charge or encumbrance (other than Permitted EncumbrancesLiens); provided that if such Collateral Loan in the Transferred Asset contains a restriction of transferability, the applicable Underlying Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent.

Conditions Precedent to All Conveyances. The Conveyances obligations of the Purchaser to take place pay the Purchase Price for the Transferred Assets sold on any Delivery Purchase Date hereunder shall be subject to the further conditions precedent thatsatisfaction of the following conditions: (a) The following statements shall be true: (i) the All representations and warranties of each applicable the Seller contained in Article IV this Agreement shall be true and correct in all material respects on such Purchase Date; (b) All information concerning the Transferred Assets provided to the Purchaser and the Administrative Agent shall be true and correct in all material respects as of such Delivery Purchase Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and; (iic) such The Seller shall have performed in all material respects all other obligations required to be in compliance with all performed by the provisions of its covenants and other agreements set forth in this Agreement and Agreement, the other Operative Agreements Facility Documents to which it is a partyparty and the Related Documents with respect to the Transferred Assets; (d) No Default or Event of Default shall have occurred and be continuing or would result from such Conveyance; (e) The Final Maturity Date has not yet occurred; (f) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Conveyance by the Purchaser in accordance with the provisions hereof. (bg) The Purchaser shall have received a Delivery Scheduleduly executed and completed Purchase Notice that is true, dated the date accurate and complete in all material respects as of the applicable Delivery related Purchase Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date.; (ch) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments delivered to the Purchaser, as Custodian on behalf of the Purchaser or and any assignee thereof each item required to be contained in the Indenture Trustee (acting at Collateral Loan Documents and the direction Collateral Loan File Checklist of any of the Requisite Majority) may reasonably request.Eligible Collateral Loans related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date; and (di) The applicable Seller shall have taken all steps necessary under all applicable law Applicable Law in order to Convey Conveyance to the Purchaser the Railcars described Transferred Assets being Conveyed on the applicable Delivery Schedulessuch Purchase Date and, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets Transferred Asset from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assetssuch Transferred Asset, free and clear of any Encumbrance Lien, security interest, charge or encumbrance (other than Permitted EncumbrancesLiens); provided that if such Collateral Loan in the Transferred Asset contains a restriction of transferability, the applicable Underlying Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent.

Conditions Precedent to All Conveyances. The Conveyances obligations of the Purchaser to take place pay the Purchase Price for the Transferred Assets sold on any Delivery Purchase Date hereunder shall be subject to the further conditions precedent thatsatisfaction of the following conditions: (a) The following statements shall be true: (i) the All representations and warranties of each applicable the Seller contained in Article IV this Agreement shall be true and correct in all material respects (or if such representation and warranty is already qualified by the words “material”, “materially” or “Material Adverse Effect”, then such representation and warranty shall be true and correct in all respects) on and such Purchase Date (or, it specifically referring to an earlier date, as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such earlier date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.); (b) The Seller shall not be in breach in any material respect of any obligations required to be performed by the provisions of this Agreement as of the applicable Purchase Date; (c) The Final Maturity Date has not yet occurred; (d) (i) The Purchaser shall have received a Delivery Schedule, dated duly executed and completed Purchase Notice and (ii) the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other actionreceived evidence of the approval of the Administrative Agent, including delivery in its sole and absolute discretion of approvals, consents, opinions, documents and instruments the Conveyance to the Purchaser, as Purchaser of the Collateral Loans identified on the Purchase Notice; (e) The Seller shall have delivered to the Custodian on behalf of the Purchaser or and any assignee thereof each item required to be contained in the Indenture Trustee (acting at the direction Required Loan Documents of any of the Requisite Majority) may reasonably request.Eligible Collateral Loans related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date; and (df) The applicable Seller shall have taken all steps necessary under all applicable law Applicable Law in order to Convey to the Purchaser the Railcars described Transferred Assets being Conveyed on such Purchase Date (or in the applicable Delivery Schedulescase of the Participated Loans, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leasesthe Elevation Date), and upon the Conveyance of such Railcars, related Leases and Related Assets Transferred Asset from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assetssuch Transferred Asset, free and clear of any Encumbrance Lien (other than Permitted EncumbrancesLiens), and upon the Conveyance of any Participated Loan from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired an undivided 100% participation interest in such Collateral Loan on the Purchase Date, free and clear of any Lien (other than Permitted Liens).

Conditions Precedent to All Conveyances. The Conveyances Conveyance to take place on any Delivery the initial Conveyance Date and each Conveyance to take place on a subsequent Conveyance Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller LEAF contained in Article IV Section 4.1 shall be true and correct on and as of such Delivery DateConveyance Date in all material respects, both before and after giving effect to the Conveyance to take place on such Delivery Conveyance Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be LEAF is in compliance with all each of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a partyherein. (b) The Purchaser shall have received a Delivery Schedulean Assignment, dated the date of the applicable Delivery such Conveyance Date, executed by the applicable SellerLEAF, listing the Railcars and Leases each Receivable being Conveyed on such dateConveyance Date. (c) The applicable Seller LEAF shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof each item contained in the Receivable Files of, and any other chattel paper (as defined in the UCC) representing or evidencing, any of the Receivables or Related Security or Other Conveyed Property related thereto being Conveyed on such Conveyance Date. (d) LEAF shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) any assignee thereof may reasonably request. (de) The applicable Seller LEAF shall have taken all steps necessary under all applicable law in order to (A) Convey to the Purchaser the Railcars described Receivable being Conveyed on such Conveyance Date and the applicable Delivery SchedulesRelated Security and the Other Conveyed Property related thereto and (B) ensure that, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, Receivable and the Related Security and the Other Conveyed Property related Leases and Related Assets thereto from the applicable Seller LEAF to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, Receivables and the Related Security and Other Conveyed Property related Leases and Related Assetsthereto, free and clear of any Encumbrance Adverse Claim or restrictions on transferability. (other than Permitted Encumbrancesf) There shall have been no material adverse change in the condition (financial or otherwise), business, or results of operations of LEAF since the preceding Conveyance Date.

Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that: (a) The following statements shall be true: (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party. (b) The Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date. (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority) may reasonably request. (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).