Common use of Form of Bxxx of Sale Clause in Contracts

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—IS” “WHERE—IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IXXI, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31January 19, 2005 2006 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SELLER SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BUYER BY TRANSFEROR SELLER “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For The Kansas City Southern Railway Company, a Missouri corporation (the “Seller”), in consideration of the sum of One Dollar ($1) and other good and valuable considerationconsideration paid by the KCSR 2008-1 Statutory Trust, a Delaware statutory trust (the “Trust”), acting through U.S. Bank Trust National Association, a national banking association, as trustee (in its individual capacity “Trust Company” and as Owner Trustee, together with its permitted successors and assigns, called the “Owner Trustee”) created under the Trust Agreement (KCSR 2008-1), dated as of April 1, 2008, by and between Trust Company and MetLife Capital, Limited Partnership (the “Owner Participant”), at or before the execution and delivery of these presents, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IX, L.P., a California limited partnership (“Seller”) does hereby grant, bargain, sell, transfer, assign and transfer set over unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), the Trust and its successors and assigns, assigns all right, title and interest of Seller Seller, in and to the marine cargo containers and related units of railroad equipment listed on Schedule 1 hereto (the “Equipment”) set forth on Schedule A hereto pursuant to the Participation Agreement (KCSR 2008-1) (the “Participation Agreement”), dated as of April 1, 2008, among The Kansas City Southern Railway Company, as Lessee, Owner Participant, the Trust, Trust Company, Wilmington Trust Company, as Indenture Trustee and Loan Participant named therein. To have and to hold all and singular the same unto Buyer, rights to the Equipment to the Trust and its successors and assigns, assigns for their own use and behalf forever. And Seller hereby warrants to the Trust and its successors and assigns that it has (x) at the time of delivery of the Equipment Seller had legal title thereto and good and marketable title lawful right to sell the Equipment, Equipment and that Seller’s title thereto (y) on the date hereof the Equipment is free and clear of all claims, liens, chargessecurity interests and other encumbrances of any nature other than Permitted Liens of the type described in clauses (iii), security interests(iv) and (v) of the definition thereof in Appendix A to the Lease referred to in the Participation Agreement, and Seller covenants that it will defend such title to the Equipment against the demands of all persons whomsoever based on claims originating prior to the delivery of the Equipment by Seller. Seller sells the Equipment “where is”, “as is” and “with all faults” and hereby disclaims any and all rights, claims, warranties or representations either express or implied, as to the value, condition, fitness for any particular purpose, design, operation or merchantability of the Equipment, the quality of the material or workmanship thereof or conformity thereof to specifications, freedom from patent, copyright or trademark infringement, the absence of any latent or other defect, whether or not discoverable, or other encumbrances other than as to the use and possessory rights absence of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limitedany obligations based on strict liability in tort. Exhibit B (to Participation Agreement (KCSR 2008-1)) In Witness Whereof, an English corporationSeller has caused this instrument to be executed in its name by a duly authorized officer on the day of , 2008. This The Kansas City Southern Railway Company By Name: Title: Equipment Quantity Per Unit Marks Date Schedule A (to Bxxx of Sale is being delivered in connection with the Container Purchase Agreement Sale) This Assignment of Warranties (KCSR 2008-1), dated , 2008, between Seller, Cronos Capital Corp.The Kansas City Southern Railway Company, a California corporationMissouri corporation (the “Seller”), York GP, Ltd.and the KCSR 2008-1 Statutory Trust, a Cayman Islands exempted company and Buyer Delaware statutory trust (the “Trust”), acting through U.S. Bank Trust National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), pursuant to that certain Trust Agreement (KCSR 2008-1) dated as of August 31April 1, 2005 2008 between the Owner Trustee in its individual capacity and the institution referred to therein as the Owner Participant (the “Purchase AgreementAssignee”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—IS” “WHERE—IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.,

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IXX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IXVIII, L.P., a A California limited partnership Limited Partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IXVIII, L.P., a A California limited partnership Limited Partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LPACCESS SHIPPING LIMITED PARTNERSHIP, a British Virgin Islands Connecticut limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporationcompany. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd.Access Shipping Corporation, a Cayman Islands exempted company California corporation, Access Shipping II Corporation, a California corporation and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.

Form of Bxxx of Sale. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IEA INCOME FUND IXX, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto YORKCONT 1 LP, a British Virgin Islands limited partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 hereto (the “Equipment”) to have and to hold the same unto Buyer, its successors and assigns, forever. Seller hereby warrants that it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory rights of third party lessees as contemplated under Seller’s lease or management agreements with Cronos Containers Limited, an English corporation. This Bxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, York GP, Ltd., a Cayman Islands exempted company and Buyer dated as of August 31, 2005 (the “Purchase Agreement”). EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BXXX OF SALE AND THE REPRESENTATIONS AND WARRANTIES OF TRANSFEROR SET FORTH IN THE PURCHASE AGREEMENT, THE EQUIPMENT IS BEING SOLD TO TRANSFEREE BY TRANSFEROR “AS—-IS” “WHERE—-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND TRANSFEROR SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO THE CONDITION, DESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE OR THE TRADE.