Common use of Conveyance of Contracts and Related Assets Clause in Contracts

Conveyance of Contracts and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Depositor, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the Issuer, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Date (or, in the case of any Substitute Contracts, as of the Subsequent Transfer Date), all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, that the Depositor has or has power to convey, in and to the following: (i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date in the form of (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments (other than, in the case of a Lease Contract, any portion thereof allocated to the Depositor in accordance with this Agreement), (3) Liquidation Proceeds (but only that portion thereof allocated to the Issuer in accordance with this Agreement), (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees, but excluding any payments made and attributable to the purchase price or use of any Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (B) all rights of the lessor or the secured party, as the case may be, in the Equipment related to the Loan Contracts and all present or future leases and other contracts relating to such Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to such Equipment or any use thereof or from any such lease or other contract, (C) all rights of the lessor or secured party, as the case may be, in all Insurance Policies and any other security (other than any ownership interest of the lessor in the Leased Equipment) for the payment of amounts due under the Contracts (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts), (D) all items contained in the related Contract Files and any and all other documents that are kept on file in accordance with the applicable Originator's customary procedures relating to the Contracts, and (E) all proceeds of the foregoing; (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; and (iii) the Purchase Agreements (to the extent they relate to the Contracts), including (A) any Purchase Amount paid (other than any portion thereof attributable to the Book Value of the Leased Equipment), and (B) any deemed loan made by the Depositor to the Originators and all security therefor, including the security interest in the Contracts and Equipment granted by the Originators to the Depositor to secure such deemed loan, as described in Section 2.2 of the Purchase Agreement, and all proceeds of the foregoing. The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee, any Noteholder or the Equity Certificateholder of any obligation of the Depositor, the Servicer or any other Person in connection with the Contracts or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) Subject to the terms and conditions of this Agreement, upon the transfer of the Contracts and other assets pursuant to Section 2.1(a), the Depositor will be entitled to (i) the Leased Equipment and any payments made and attributable to the purchase price or use of the Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (ii) that portion of any Prepayments and Liquidation Proceeds received on or after the Cut-Off Date and allocated to the Depositor in accordance with this Agreement and (iii) that portion of any Purchase Amount attributable to the Book Value of the Leased Equipment. (c) As security for the payment of amounts described in Section 2.1(a)(i)(3), the Depositor hereby grants to the Issuer a security interest in all of the right, title and interest that the Depositor has or has power to convey, whether now owned or hereafter acquired, in and to the Leased Equipment and all proceeds thereof.

Conveyance of Contracts and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Depositor, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the Issuer, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Date (or, in the case of any Substitute Contracts, as of the Subsequent Transfer Date), all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, that the Depositor has or has power to convey, in and to the following: (i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date in the form of (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments (other than, in the case of a Lease Contract, any portion thereof allocated to the Depositor in accordance with this Agreement), (3) Liquidation Proceeds (but only that portion thereof allocated to the Issuer in accordance with this Agreement), (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees, but excluding any payments made and attributable to the purchase price or use of any Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (B) all rights of the lessor or the secured party, as the case may be, in the Equipment related to the Loan Contracts and all present or future leases and other contracts relating to such Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to such Equipment or any use thereof or from any such lease or other contract, (C) all rights of the lessor or secured party, as the case may be, in all Insurance Policies and any other security (other than any ownership interest of the lessor in the Leased Equipment) for the payment of amounts due under the Contracts (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts), (D) all items contained in the related Contract Files and any and all other documents that are kept on file in accordance with the applicable Originator's customary procedures relating to the Contracts, and (E) all proceeds of the foregoing; (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; and (iii) the Purchase Agreements (to the extent they relate to the Contracts), including (A) any Purchase Amount paid (other than any portion thereof attributable to the Book Value of the Leased Equipment), and (B) any deemed loan made by the Depositor to the Originators and all security therefor, including the security interest in the Contracts and Equipment granted by the Originators to the Depositor to secure such deemed loan, as described in Section 2.2 of the Purchase Agreement, and all proceeds of the foregoing. The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee, any Noteholder or the Equity Certificateholder of any obligation of the Depositor, the Servicer or any other Person in connection with the Contracts or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) Subject to the terms and conditions of this Agreement, upon the transfer of the Contracts and other assets pursuant to Section 2.1(a), the Depositor will be entitled to (i) the Leased Equipment and any payments made and attributable to the purchase price or use of the Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (ii) that portion of any Prepayments and Liquidation Proceeds received on or after the Cut-Off Date and allocated to the Depositor in accordance with this Agreement and (iii) that portion of any Purchase Amount attributable to the Book Value of the Leased Equipment. (c) As security for the payment of amounts described in Section 2.1(a)(i)(3), the Depositor hereby grants to the Issuer a security interest in all of the right, title and interest that the Depositor has or has power to convey, whether now owned or hereafter acquired, in and to the Leased Equipment and all proceeds thereof.

Conveyance of Contracts and Related Assets. (a) Subject Each of the Sellers hereby subscribes to purchase the terms and conditions following number of this Agreementshares of common stock, par value $.01 per share, of Antigua, in consideration for the Depositoramount of capital to be contributed by such Seller, pursuant all as specified below: Leasing Services: $1,604,049,883.34 45.34 shares Credit Corp.: $1,466,619,268.74 41.38 shares NCR Credit: $ 264,236,058.58 7.43 shares CFC: $ 170,225,456.83 4.85 shares Antigua agrees that the capital to be contributed by any Seller may take the mutually agreed upon terms contained hereinform of assets. (b) In satisfaction of its subscription agreement in Section 2.1(a) plus additional cash to be received from Antigua, each of the Sellers hereby sells, transfers, assigns, and otherwise conveys to the IssuerAntigua, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Date (or, in the case of any Substitute Contracts, as of the Subsequent Transfer Date)and Antigua hereby acquires, all of the right, title and interest, including any security interestinterests, whether now owned or hereafter acquired, that of each of the Depositor has or has power to convey, Sellers in and to the following: (i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date in the form of Date, including but not limited to (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments (other than, in the case of a Lease Contract, any portion thereof allocated to the Depositor in accordance with this Agreement)Prepayments, (3) Liquidation Proceeds (but only that portion thereof allocated to the Issuer in accordance with this Agreement)Proceeds, (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees, but excluding any payments made and attributable to the purchase price or use of any Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (B) all rights security interests of the lessor or the secured party, as the case may be, in the related Equipment related to the Loan Contracts and all present or future leases and other contracts relating to such the Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to such the Equipment or any use thereof or from any such lease or other contract, (C) all rights of the lessor or secured party, as the case may be, in all Insurance Policies and any all other security (other than any ownership interest of the lessor in the Leased Equipment) for the payment of amounts due under the Contracts (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts), (D) all items contained in the related Contract Files and any and all other documents that are kept on file in accordance with the applicable OriginatorSeller's customary procedures relating to the Contracts, and (E) any and all proceeds of any and all of the foregoing;; and (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; and (iii) the Purchase Agreements (to the extent they relate to the Contracts), including (A) any Purchase Amount paid (other than any portion thereof attributable to the Book Value of the Leased Equipment), and (B) any deemed loan made by the Depositor to the Originators and all security therefor, including the security interest in the Contracts and Equipment granted by the Originators to the Depositor to secure such deemed loan, as described in Section 2.2 of the Purchase Agreement, and all proceeds of the foregoing. The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee, any Noteholder or the Equity Certificateholder of any obligation of the Depositor, the Servicer or any other Person in connection with the Contracts or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) Subject to the terms and conditions of this Agreement, upon the transfer of the Contracts and other assets pursuant to Section 2.1(a), the Depositor will be entitled to (i) the Leased Equipment and any payments made and attributable to the purchase price or use of the Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (ii) that portion of any Prepayments and Liquidation Proceeds received on or after the Cut-Off Date and allocated to the Depositor in accordance with this Agreement and (iii) that portion of any Purchase Amount attributable to the Book Value of the Leased Equipment. (c) As security for the payment of amounts described in Section 2.1(a)(i)(3), the Depositor hereby grants to the Issuer a security interest in all of the right, title and interest that the Depositor has or has power to convey, whether now owned or hereafter acquired, in and to the Leased Equipment and all proceeds thereof, including in any event and without limitation, all present and future leases and other contracts relating to the Leased Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the Leased Equipment or any use thereof or from any such lease or other contract, and any and all proceeds of any and all of the foregoing.

Conveyance of Contracts and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Depositor, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the Issuer, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Date (or, in the case of any Substitute Contracts, as of the Subsequent Transfer Date), all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, that of the Depositor has or has power to convey, in and to the following: (i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date in the form of (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments (other than, in the case of a Lease Contract, any portion thereof allocated to the Depositor in accordance with this Agreement), (3) Liquidation Proceeds (but only that portion thereof allocated to the Issuer in accordance with this Agreement), (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees, but excluding any payments made and attributable to the purchase price or use of any Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (B) all rights of the lessor or the secured party, as the case may be, in the Equipment related to the Loan Contracts and all present or future leases and other contracts relating to such Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to such Equipment or any use thereof or from any such lease or other contract, (C) all rights of the lessor or secured party, as the case may be, in all Insurance Policies and any other security (other than any ownership interest of the lessor in the Leased Equipment) for the payment of amounts due under the Contracts (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts), (D) all items contained in the related Contract Files and any and all other documents that are kept on file in accordance with the applicable Originator's customary procedures relating to the Contracts, and (E) all proceeds of the foregoing; (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; and (iii) the Purchase Agreements (to the extent they relate to the Contracts)Agreement, including (A) any Purchase Amount paid (other than any portion thereof attributable to the Book Value of the Leased Equipment), and (B) any deemed loan made by the Depositor to the Originators and all security therefor, including the security interest in the Contracts and Equipment granted by the Originators to the Depositor to secure such deemed loan, as described in Section 2.2 of the Purchase Agreement, and all proceeds of the foregoing. The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Owner Trustee, the Indenture Trustee, any Noteholder or the any Equity Certificateholder of any obligation of the Depositor, the Servicer or any other Person in connection with the Contracts or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) Subject to the terms and conditions of this Agreement, upon the transfer of the Contracts and other assets pursuant to Section 2.1(a), the Depositor will be entitled to (i) the Leased Equipment and any payments made and attributable to the purchase price or use of the Leased Equipment upon expiration of the related Lease Contract (whether upon completion of the Original Term thereof, Prepayment thereof or otherwise), (ii) that portion of any Prepayments and Liquidation Proceeds received on or after the Cut-Off Date and allocated to the Depositor in accordance with this Agreement and (iii) that portion of any Purchase Amount attributable to the Book Value of the Leased Equipment. (c) As security for the payment of amounts described in Section 2.1(a)(i)(3), the Depositor hereby grants to the Issuer a security interest in all of the right, title and interest that the Depositor has or has power to conveyinterest, whether now owned or hereafter acquired, of the Depositor in and to the Leased Equipment and all proceeds thereof.