Common use of Conditions Precedent to Conveyance Clause in Contracts

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets; (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment Notes.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 60 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than [ ], 2012; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s 's interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) a Demand Note, if applicable; (v) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 60 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than May 2, 2011); (vvi) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vivii) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (viiviii) in the case of a Delivery Date occurring in connection with which is the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viiiix) in the case of a Delivery Date occurring in connection with which is the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee and each Series Enhancer shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Railcars and Leases and Related Assets; (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Railcars and Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and Purchaser, addressed to the Indenture TrusteeTrustee and each Series Enhancer, reasonably acceptable to the Indenture Trustee and each Series Enhancer that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Initial Closing Date or a Series Supplement Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement related Series Supplement with respect to the issuance of the related Series of Equipment Notes of the Purchaser or otherwise required for the issuance of the such Equipment Notes.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 22, 2019; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance Conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than October 6, 2020); (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance Conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable any Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee and each Series Enhancer shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx Bxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Railcars and Leases and Related Assets; (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Railcars and Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and Purchaser, addressed to the Indenture TrusteeTrustee and each Series Enhancer, reasonably acceptable to the Indenture Trustee and each Series Enhancer that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Initial Closing Date or a Series Supplement Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement related Series Supplement with respect to the issuance of the related Series of Equipment Notes of the Purchaser or otherwise required for the issuance of the such Equipment Notes.

Conditions Precedent to Conveyance. Each Conveyance hereunder is (a) The obligations of the City to convey the relevant portion of the Redevelopment Property at Closing shall be subject to the condition precedent that the Purchaser following conditions: (1) The Owner shall have received and the Indenture Trustee shall have received copies of, be in material compliance with all of the following on or before the applicable Delivery Date, in form terms and substance satisfactory to the Purchaser and the Requisite Majority: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to provisions of this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal Agreement as of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Closing Date; (v2) copies The Owner shall have paid the Purchase Price on the Closing Date; and (3) Each of proper UCC financing statementsthe Owner’s representations and warranties set forth in Section 2.3 shall be true as of the Closing Date in all material respects. (b) The obligation of the Owner to purchase the Redevelopment Property at Closing shall be subject to the following conditions (collectively, STB the “Owner’s Closing Conditions”): (1) The City shall be in material compliance with all of the terms and provisions of this Agreement as of the Closing Date; (2) Each of the City’s representations and warranties set forth in Section 2.1 shall be true as of the Closing Date in all material respects. (3) The Final Plat shall have been approved by the City and the Owner shall have determined that the conditions of approval are acceptable to the Owner. (4) The Owner shall have obtained all final governmental approvals, permits and licenses necessary in the Owner’s judgment or Registrar General otherwise required by any government or governmental agency with jurisdiction over the Owner’s development of Canada filings, accurately describing the Conveyed Railcars and Leases and naming Redevelopment Property in order to use the applicable Seller Redevelopment Property as the “Debtor/Seller” Owner intends and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in to construct the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsMinimum Improvements; (vi5) copies of proper UCC financing statement terminations The Owner shall have obtained all assurance letters from the MPCA required or partial terminationsdesired by the Owner in its sole discretion, STB or Registrar General of Canada filingsincluding, accurately describing the Conveyed Railcars and Leaseswithout limitation, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related AssetsNo Association Determination; (vii6) The Owner and Xxxx shall have entered into that certain execution of Development Services Agreement and the Design-Build Cost Plus Construction Contract for the Construction of the Minimum Improvements; (7) The Owner shall have entered into an agreement with the Minnesota Department of Employment and Economic Development providing for certain funding for the construction of the Minimum Improvements; (8) The Owner shall have determined in its sole judgment that it is satisfied with the case results of a Delivery Date occurring in connection with and matters disclosed its investigations and testing of the Redevelopment Property and the Option Property, including, without limitation, all soil tests, well tests, engineering inspections, and environmental site assessments; and (10) The Owner shall have determined that title to the Redevelopment Property is acceptable to the Owner and the Title Company shall be committed to issuing an owner’s form title insurance policy to the Owner without exception except as to the Permitted Encumbrances. (11) The Owner shall have determined that any restrictions or conditions on storm water discharge from the Redevelopment Property to offsite ponding areas are acceptable to the Owner. (c) In the event the conditions precedent for either party cannot be satisfied by the Closing Date, a confirmation or written advice then this Agreement shall terminate and all xxxxxxx money paid by Owner shall be returned to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment NotesOwner.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 31, 2022); (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets; Assets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance Conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 forty-five (45) days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller,” the Purchaser as “Assignor Secured Party” and Purchaser the Collateral Agent as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority)Purchaser, desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets;Assets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment Notes.

Conditions Precedent to Conveyance. Each Conveyance hereunder made pursuant to Article II or Article IV of this Agreement is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee Administrative Agent shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority:Administrative Agent (it being understood and agreed that the Purchaser and its assigns, including, without limitation, the Administrative Agent, may waive any and all conditions in its sole discretion; and that upon acceptance of any portion of the Purchase Price or the Asset Contribution described in Section 2.1 or 2.2 to be made in connection with such Conveyance, such conditions shall be deemed satisfied with respect to such Conveyance): (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars Equipment and Leases Lease Agreements to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of Report prepared by an Eligible Appraiser with respect to the Railcars Equipment to be conveyedConveyed, with such Appraisal Report dated (a) with respect to Equipment to be Conveyed on the Closing Date, no earlier than 30 December 1, 2012, (b) with respect to Equipment to be Conveyed on a Delayed Draw Borrowing Date (if any), no earlier than ninety (90) days prior to the applicable Delayed Draw Borrowing Date; provided that no additional Appraisal Report is required with respect to any Equipment being Conveyed on such Delayed Draw Borrowing Date if such Equipment is included in the Appraisal Report delivered on the Closing Date, and (c) and in the case of any other Conveyance, no earlier than ninety (90) days prior to the related Delivery Date, or as otherwise agreed by the Administrative Agent, the Purchaser and the Seller; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars Equipment, Lease Agreements and Leases Related Assets and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or as well as applicable filings with the STB or and with the Registrar General of CanadaRGC, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority)Administrative Agent, desirable to perfect the Purchaser’s interest in all Conveyed RailcarsEquipment, related Leases Lease Agreements and Related Assets;Assets (provided that no such filings shall be required to be made in Mexico); and (vi) copies of proper UCC financing statement terminations or partial terminations, and STB and RGC releases or Registrar General terminations of Canada filings, in each case accurately describing the Conveyed Railcars Equipment, Lease Agreements and LeasesRelated Assets, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance Lien evidenced by an existing filing of record in the applicable UCC, STB or RGC filing office against the Conveyed RailcarsEquipment, related Leases Lease Agreements and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment Notes.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 31, 2018; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance Conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority: Purchaser: (i) a i)a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; ; (ii) a ii)a related Xxxx of Sale; ; (iii) a iii)a related Assignment and Assumption; ; (iv) an iv)an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery Date; Date (v) copies or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 22, 2019; (v)copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets; Assets (vi) copies provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi)copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment Notes.7

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 90 days prior to the applicable Delivery DateDate (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than March 31, 2021); (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and the Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the written direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related AssetsAssets (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance Conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable any Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing DateDate for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of the Equipment Notessuch Series.

Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite MajorityPurchaser: (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement; (ii) a related Xxxx of Sale; (iii) a related Assignment and Assumption; (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 60 days prior to the applicable Delivery Date; (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets; (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related Assets; (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee Trustee, that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement (referred to in the definition of Purchaser in the Indenture) or otherwise required for the issuance of the Equipment Notes.