Common use of Contribution of Leases; Grant of Security Interest Clause in Contracts

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capital (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capital (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases Leases, Lease Payments and all other amounts due or becoming due with respect thereto and Equipment by the Originator to the Seller pursuant to Sections 1.01(a(or interests therein) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), being made hereunder shall constitute an absolute assignment thereof by way of a capital contribution and not a loan. Neither the Originator nor the Seller The Transferor shall not take any action inconsistent with the treatment of such transfers as absolute assignments capital contributions or with the Issuer's ownership of the Leases, the Lease Receivables and all other amounts due or becoming due with respect thereto and the interests in the Equipment. The Transferor shall indicate in its records that ownership of each of the Leases, the Lease Receivables and the interests in the Equipment is held by way of capital (a) do not constitute an absolute transfer the Issuer, and assignment of assets pursuant each shall respond to any inquiries from third parties by indicating that its ownership in the Leases, Additional Leases, Substitute Leases, the Lease Receivables and all other amounts due or becoming due with respect thereto and the interests in the Equipment is held by the Issuer and pledged to the provisions Trustee. In the event, however, that a court of such Sectionscompetent jurisdiction were to hold that any transaction evidenced hereby constitutes a loan and not a capital contribution, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of that the date hereof, Issuer and the Originator Trustee shall be deemed to have been granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, a first priority security interests, as follows: interest in (a) Originator hereby grants to Seller a security interest in the Leases and all of the Originator's rightLease Payments, title Casualty Payments, Termination Payments, Residual Realizations and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is other amounts now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts becoming due or to become due at any time or times under or with respect to any of the Leases thereto since the Cut-Off Date (other than any pre- payments prepayments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, Lease and any payments due before the Cut-Off Date) and all Additional Leases and Substitute Leases and all Lease Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights , Residual Realizations and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all other amounts due or to become becoming due at any time or times under or with respect to any Leases thereto since the Cut-Off Date effective date of their respective addition or substitution (other than any pre-payments prepayments of rent required pursuant to by the terms of any Lease at or before the commencement of the LeaseLease and any payments due before the effective date of such addition or substitution), including(b) all rights of the Issuer to or under any guarantees of or collateral (including all rights of the Issuer in any security deposits) for the Lessee's obligations under any Lease, without limitation(c) all interests of the Issuer in the Equipment at any time subject to any Lease including any security interest of the Transferor in the Equipment and (d) all proceeds of the conversion, all Lease Paymentswhether voluntary or involuntary, Casualty Payments, Retainable Deposits and Terminationof any of the foregoing into cash or other property.

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capital (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and TerminationTermination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Seller's right, title and interest in and to any Equipment; (vi) all rights and benefits of Seller under this Assignment and Security Agreement; (vii) all interest of the Seller in any of the Originator Collateral, including, without limitation, the security interest granted by Originator to Seller in the Originator Collateral; and (viii) all proceeds of any of the foregoing (collectively, the "Seller Collateral").

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capitalthe (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, including, without limitation, all such property to the extent constituting general intangibles, accounts, chattel paper, documents, instruments, investment property, goods, letters of credit, deposit accounts and supporting obligations (as each of the foregoing terms is defined in the Uniform Commercial Code), whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds (as defined in the Uniform Commercial Code) of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, including, without limitation, all such property to the extent constituting general intangibles, accounts, chattel paper, documents, instruments, investment property, goods, letters of credit, deposit accounts and supporting obligations (as each of the foregoing terms is defined in the Uniform Commercial Code), whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and TerminationTermination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Seller's right, title and interest in and to any Equipment; (vi) all rights and benefits of Seller under this Assignment and Security Agreement; (vii) all interest of the Seller in any of the Originator Collateral, including, without limitation, the security interest granted by Originator to Seller in the Originator Collateral; and (viii) all proceeds (as defined in the Uniform Commercial Code) of any of the foregoing (collectively, the "Seller Collateral").

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capitalthe (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Renewal Payments, Casualty Payments, Retainable Deposits and TerminationTermination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Seller's right, title and interest in and to any Equipment; (vi) all rights and benefits of Seller under this Assignment and Security Agreement; (vii) all interest of the Seller in any of the Originator Collateral, including, without limitation, the security interest granted by Originator to Seller in the Originator Collateral; and (viii) all proceeds of any of the foregoing (collectively, the "Seller Collateral").

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases (other than any payments on the Leases due or to become due during April 2000), Lease Payments and all other amounts due or becoming due with respect thereto and Equipment by the Originator to the Seller pursuant to Sections 1.01(a(or interests therein) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), being made hereunder shall constitute an absolute assignment thereof by way of a capital contribution and not a loan. Neither the Originator nor the Seller The Transferor shall not take any action inconsistent with the treatment of such transfers as absolute assignments capital contributions or with the Issuer's ownership of the Leases, the Lease Receivables excluding any payments due or to become due during April 2000 and all other amounts due or becoming due with respect thereto and the interests in the Equipment. The Transferor shall indicate in its records that ownership of each of the Leases, the Lease Receivables excluding any payments due or to become due during April 2000 and the interests in the Equipment is held by way of capital (a) do not constitute an absolute transfer the Issuer, and assignment of assets pursuant each shall respond to any inquiries from third parties by indicating that its ownership in the Leases, Additional Leases, Substitute Leases, the Lease Receivables excluding any payments due or to become due during April 2000 and all other amounts due or becoming due with respect thereto and the interests in the Equipment is held by the Issuer and pledged to the provisions Trustee. In the event, however, that a court of such Sectionscompetent jurisdiction were to hold that any transaction evidenced hereby constitutes a loan and not a capital contribution, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of that the date hereof, Issuer and the Originator Trustee shall be deemed to have been granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, a first priority security interests, as follows: interest in (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; all Lease Payments (ii) all amounts other than any payments on the Leases due or to become due at any time during April 2000), Casualty Payments, Termination Payments, Residual Realizations and other amounts now due or times under or becoming due with respect to any of the Leases thereto since the Cut-Off Date (other than any pre- payments prepayments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in payments due before the Equipment securing the Lessee's obligations under any Lease; (vCut-Off Date) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) Leases and all amounts Lease Payments excluding any payments due or to become due at any time during April 2000, Casualty Payments, Termination Payments, Residual Realizations and other amounts due or times under or becoming due with respect to any Leases thereto since the Cut-Off Date effective date of their respective addition or substitution (other than any pre-payments prepayments of rent required pursuant to by the terms of any Lease at or before the commencement of the LeaseLease and any payments due before the effective date of such addition or substitution), including(b) all rights of the Issuer to or under any guarantees of or collateral (including all rights of the Issuer in any security deposits) for the Lessee's obligations under any Lease, without limitation(c) all interests of the Issuer in the Equipment at any time subject to any Lease including any security interest of the Transferor in the Equipment and (d) all proceeds of the conversion, all Lease Paymentswhether voluntary or involuntary, Casualty Payments, Retainable Deposits and Terminationof any of the foregoing into cash or other property.

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capital (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, [Renewal Payments,] Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-pre- payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, [Renewal Payments,] Casualty Payments, Retainable Deposits and TerminationTermination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Seller's right, title and interest in and to any Equipment; (vi) all rights and benefits of Seller under this Assignment and Security Agreement; (vii) all interest of the Seller in any of the Originator Collateral, including, without limitation, the security interest granted by Originator to Seller in the Originator Collateral; and (viii) all proceeds of any of the foregoing (collectively, the "Seller Collateral").

Contribution of Leases; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Leases, Additional Leases, Substitute Leases and Equipment by the Originator to the Seller pursuant to Sections 1.01(a) and 1.02(a), and each transfer of Leases, Additional Leases and Substitute Leases by the Seller to the Issuer pursuant to Section 1.01(b), shall constitute an absolute assignment thereof by way of capital contribution and not a loan. Neither the Originator nor the Seller shall take any action inconsistent with the treatment of such transfers as absolute assignments by way of capital (a) do not constitute an absolute transfer and assignment of assets pursuant to the provisions of such Sections, then it is the intention of the parties hereto that this Assignment and Servicing Agreement shall constitute a security agreement under applicable law and that, effective as of the date hereof, the Originator shall be deemed to have granted to the Seller, and the Seller shall be deemed to have granted to the Issuer, first priority security interests, as follows: (a) Originator hereby grants to Seller a security interest in all of the Originator's right, title and interest in, to and under the following described property, whether such property (or Originator's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Originator to Seller, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any of the Leases since the Cut-Off Date (other than any pre- payments prepayments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination Payments; (iii) all rights to payment or performance under any Lease Guaranty; (iv) all rights and interests in any collateral with respect to any Lease, including any security deposit and any security interest in the Equipment securing the Lessee's obligations under any Lease; (v) all of the Originator's right, title and interest in and to any Equipment; (vi) all rights and benefits of Originator under this Assignment and Servicing Agreement; and (vii) all proceeds of any of the foregoing (collectively, the "Originator Collateral"). (b) Seller hereby grants to Issuer a security interest in all of Seller's right, title and interest in, to and under the following described property, whether such property (or Seller's right, title or interest therein) is now existing or is hereafter created, acquired or arising, and wherever located, as security for the payment and performance of all liabilities, indebtedness and obligations now or at any time or times hereafter owing by Seller to Issuer, whether absolute or conditional, due or to become due, liquidated or unliquidated and arising under the terms of this Assignment and Servicing Agreement: (i) all Leases, including, without limitation, all Additional Leases and Substitute Leases; (ii) all amounts due or to become due at any time or times under or with respect to any Leases since the Cut-Off Date (other than any pre-payments of rent required pursuant to the terms of any Lease at or before the commencement of the Lease), including, without limitation, all Lease Payments, Casualty Payments, Retainable Deposits and Termination