Page:United States Statutes at Large Volume 95.djvu/686

 95 STAT. 660

"Rail. „ properties.

PUBLIC LAW 97-35—AUG. 13, 1981 such properties shall be deemed an assignment. Any such assignment shall relieve the Corporation of liability for any breach which occurs after the date of such conveyance, except that the Corporation shall remain liable for any breach, event of default, or violation of covenant which occurred (and any charges or obligations which accrued) prior to the date of such conveyance, regardless of whether the assignee thereof assumes such liabilities, charges, or obligations. If any such liabilities, charges, or obligations (accrued prior to the date of such conveyance) are paid by or on behalf of any person or entity other than the Corporation, such person or entity shall have a claim to direct reimbursement from the Corporation, together with interest on the amount so paid. "(b) CONVEYANCE.—(1) A conveyance referred to in subsection (a) of this section may be effected only if— "(A) the assignee to whom such conveyance is made assumes all of the obligations under any applicable conditional sale agreement, equipment trust agreement, or lease with respect to such rail properties (including any obligations which accrued prior to the date on which such rail properties are conveyed), "(B) such conveyance is made subject to such obligations, and "(C) in the event of a conveyance of property to persons other than Class I or II railroads, such conveyance must be approved by any party who is a owner, lessor, equipment trustee, or conditional sale vendor to the Corporation on any debt instrument imposing a lien or encumbrance on or otherwise affecting the title or interest in the rail properties to be conveyed, provided that such approval may not be unreasonably withheld and may be withheld only for lack of credit worthiness. As used in this paragraph, the term 'rail properties' means assets or rights Owned, leased, or otherwise controlled by the Corporation, other than real property, which are used or useful in rail transportation service. "(2) Subject to the provisions of this subsection, the provisions of this title shall not affect the title and interests of any lessor, equipment trust trustee, or conditional sale vendor under any conditional sale agreement, equipment trust agreement, or lease under section 1168 of title 11, United States Code. An assignee to whom such a conveyance is made shall assume all liability under such conditional sale agreement, equipment trust agreement, or lease. Such an assignment or conveyance to, and such an assumption of liability by such an assignee, shall not be deemed a breach, an event of default, or a violation of any covenant of any such conditional sale agreement, equipment trust agreement, or lease so assigned or conveyed, notwithstanding any provision of any such agreement or lease. "SUBSIDIARIES

45 USC 769a.

"SEC. 410. The Corporation, by January 1, 1982, shall identify those of its subsidiaries (other than the Conrail Equity Corporation) which did not operate at a profit during the preceding 12-month period, and shall, not later than 12 months after the date of enactment of this subtitle, seek to sell any subsidiary identified as not profitable unless the Association determines that the benefits of maintaining ownership of such subsidiary outweigh the financial loss resulting from such ownership.".

�