Common use of Transferred Containers and Related Assets after the Closing Date Clause in Contracts

Transferred Containers and Related Assets after the Closing Date. (a) Subsequent to the Closing Date, the Seller may, from time to time, sell, transfer and convey, to the Issuer, and the Issuer may in its sole discretion, acquire from the Seller, all of such Seller’s rights, title and interest in, to and under such additional Containers and the Related Assets with respect thereto (collectively, the “Additional Transferred Assets”) as shall be identified from time to time on a Container Transfer Certificate substantially in the form of Exhibit B hereto to be delivered on such Transfer Date. The Seller and the Issuer hereby agree that the purchase price of such Additional Transferred Assets (such purchase price, the “Additional Purchase Price”) sold by the Seller on any such subsequent Transfer Date shall be an amount equal to the sum of (x) the sum of the Net Book Values (determined as of the last day of the month preceding such Transfer Date) of such additional Containers and (y) the sum of the Fair Market Values of such Related Assets. The Additional Purchase Price will be paid on the related Transfer Date in full. At the option of the Seller, some or all of the Additional Transferred Assets may be transferred by the Seller to the Issuer as a capital contribution. In connection with any transfer of Additional Transferred Assets to the Issuer, the Seller shall, on or prior to the respective Transfer Date, (i) execute and deliver each of the documents set forth in Section 2.02(b) hereof, and (ii) complete the actions required by Section 2.03 hereof. (b) In connection with any transfer of Transferred Assets by the Seller to the Issuer in accordance with the provisions of Section 2.01 or Section 2.02 of this Agreement, the Seller shall execute and deliver to the Issuer (and the Issuer shall deliver to the Requisite Global Majority and the Indenture Trustee) on or before the related Transfer Date, each of the following documents: (i) A completed Container Transfer Certificate which certificate shall operate as an assignment, without recourse, representation or warranty (except for the representations and warranties specifically set forth in this Agreement) of all such Seller’s right, title, and interest in and to the Transferred Assets identified in such Container Transfer Certificate; (ii) Completed UCC financing statements and documents of similar import, if applicable, described in Section 2.03(a) hereof, together with evidence of filing of such financing statements, changes or similar documents, in the appropriate filing offices and jurisdictions as may be required to perfect the Issuer’s ownership of the Related Assets; and (iii) A supplement to the List of Containers (or, in the case of the initial Transfer Date, the List of Containers itself). Upon delivery of such supplement, the List of Containers shall be deemed to have been amended to incorporate the information contained in such supplement.

Transferred Containers and Related Assets after the Closing Date. (a) Subsequent to the Closing Date, the Seller may, from time to time, sell, transfer and convey, to the Issuer, and the Issuer may in its sole discretion, acquire from the Seller, all of such Seller’s rights, title and interest in, to and under such additional Containers and the Related Assets with respect thereto (collectively, the “Additional Transferred Assets”) as shall be identified from time to time on a Container Transfer Certificate substantially in the form of Exhibit B hereto to be delivered on such Transfer Date. The Seller and the Issuer hereby agree that the purchase price of such Additional Transferred Assets (such purchase price, the “Additional Purchase Price”) sold by the Seller on any such subsequent Transfer Date shall be an amount equal to the sum of (x) the sum of the Net Book Values (determined as of the last day of the month preceding such Transfer Date) of such additional Containers and (y) the sum of the Fair Market Values of such Related Assets. The Additional Purchase Price will be paid on the related Transfer Date in full. At the option of the Seller, some or all of the Additional Transferred Assets may be transferred by the Seller to the Issuer as a capital contribution. In connection with any transfer of Additional Transferred Assets to the Issuer, the Seller shall, on or prior to the respective Transfer Date, (i) execute and deliver each of the documents set forth in Section 2.02(b) hereof, and (ii) complete the actions required by Section 2.03 hereof. (b) In connection with any transfer of Transferred Assets by the Seller to the Issuer in accordance with the provisions of Section 2.01 or Section 2.02 of this Agreement, the Seller shall execute and deliver to the Issuer (and the Issuer shall deliver to the Requisite Global Majority Administrative Agent and the Indenture Trustee) on or before the related Transfer Date, each of the following documents: (i) A completed Container Transfer Certificate which certificate shall operate as an assignment, without recourse, representation or warranty (except for the representations and warranties specifically set forth in this Agreement) of all such Seller’s right, title, and interest in and to the Transferred Assets identified in such Container Transfer Certificate; (ii) Completed UCC financing statements and documents of similar import, if applicable, described in Section 2.03(a) hereof, together with evidence of filing of such financing statements, changes or similar documents, in the appropriate filing offices and jurisdictions as may be required to perfect the Issuer’s ownership of the Related Assets; and (iii) A supplement to the List of Containers (or, in the case of the initial Transfer Date, the List of Containers itself). Upon delivery of such supplement, the List of Containers shall be deemed to have been amended to incorporate the information contained in such supplement.