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

Conveyance of Leases and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Contributor, 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, all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, of the Contributor in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, in the case of Substitute Leases, the applicable 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, (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment), (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, (B) all rights of the lessor or the secured party, as the case may be, in all present or future leases and other contracts relating to the 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's customary procedures relating to the Leases; (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; (iii) the Transfer Agreement; (iv) the Residual Realizations; and (v) any 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 Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv), the Contributor hereby grants to the Issuer a security interest in all of the right, title and interest, whether now owned or hereafter acquired, of the Contributor in and to the Equipment and all proceeds thereof. (c) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outright, and not for security, of the property described in Section 2.1(a), conveying good title thereto free and clear of any Liens, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable law.

Conveyance of Leases and Related Assets. (a) Subject As a contribution to the terms and conditions capital of this AgreementLease Finance, the ContributorVendor Services hereby sells, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the IssuerLease Finance, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Dateand Lease Finance hereby acquires, all of the right, title and interest, including any security interestinterests, whether now owned or hereafter acquired, of the Contributor Vendor Services in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, in the case of Substitute Leases, the applicable Cut-Off Date, in the form of 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, (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment), (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, (B) all rights security interests of the lessor or the secured party, as the case may be, in the related Equipment and all present or future leases and other contracts relating to 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's customary procedures relating to the Leases; (ii) all funds on deposit from time to time in the Trust Accounts Equipment and all investments therein and proceeds thereof; (iii) , including in any event and without limitation, all present and future leases and other contracts relating to the Transfer Agreement; (iv) Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the Residual RealizationsEquipment or any use thereof or from any such lease or other contract; and (viii) any and all proceeds of any and all of the foregoing; The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv)LEASE FINANCE ACKNOWLEDGES THAT VENDOR SERVICES IS TRANSFERRING THE EQUIPMENT "AS-IS, the Contributor hereby grants to the Issuer a security interest in all of the rightWHERE-IS," AND THAT VENDOR SERVICES MAKES NO REPRESENTATION, title and interestEXPRESS OR IMPLIED, whether now owned or hereafter acquiredWITH RESPECT TO THE EQUIPMENT, of the Contributor in and to the Equipment and all proceeds thereofINCLUDING WITHOUT LIMITATION ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outright, and not for security, of the property described in Section 2.1(a), conveying good title thereto free and clear of any Liens, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable law.

Conveyance of Leases and Related Assets. (a) Subject As a contribution to the terms and conditions capital of this AgreementLease Finance, the ContributorVendor Services hereby sells, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the IssuerLease Finance, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Dateand Lease Finance hereby acquires, all of the right, title and interest, including any security interestinterests, whether now owned or hereafter acquired, of the Contributor Vendor Services in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, or in the case of Substitute Leases, the applicable Cut-Off Date, in the form of 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, (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment), (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, (B) all rights security interests of the lessor or the secured party, as the case may be, in the related Equipment and all present or future leases and other contracts relating to 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's customary procedures relating to the Leases; (ii) all funds on deposit from time to time in the Trust Accounts Equipment and all investments therein and proceeds thereof; (iii) , including in any event and without limitation, all present and future leases and other contracts relating to the Transfer Agreement; (iv) Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the Residual RealizationsEquipment or any use thereof or from any such lease or other contract; and (viii) any and all proceeds of any and all of the foregoing; The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv)LEASE FINANCE ACKNOWLEDGES THAT VENDOR SERVICES IS TRANSFERRING THE EQUIPMENT "AS-IS, the Contributor hereby grants to the Issuer a security interest in all of the rightWHERE-IS," AND THAT VENDOR SERVICES MAKES NO REPRESENTATION, title and interestEXPRESS OR IMPLIED, whether now owned or hereafter acquiredWITH RESPECT TO THE EQUIPMENT, of the Contributor in and to the Equipment and all proceeds thereofINCLUDING WITHOUT LIMITATION ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (c) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outright, and not for security, of the property described in Section 2.1(a), conveying good title thereto free and clear of any Liens, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable law.

Conveyance of Leases and Related Assets. (a) Subject As a contribution to the terms and conditions capital of this AgreementLease Finance, the ContributorVendor Services hereby sells, pursuant to the mutually agreed upon terms contained herein, hereby transfers, assigns, and otherwise conveys to the IssuerLease Finance, without recourse (but without limitation of its obligations in this Agreement), as of the Closing Dateand Lease Finance hereby acquires, all of the right, title and interest, including any security interestinterests, whether now owned or hereafter acquired, of the Contributor Vendor Services in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, in the case of Substitute Leases, the applicable Cut-Off Date, in the form of 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, (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment)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, (B) all rights security interests of the lessor or the secured party, as the case may be, in the related Equipment and all present or future leases and other contracts relating to 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and ), (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's customary procedures relating to the Leases; , and (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; (iii) the Transfer Agreement; (iv) the Residual Realizations; and (vE) any and all proceeds of any and all of the foregoing; The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors.and (bii) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv), the Contributor hereby grants to the Issuer a security interest in all of the right, title and interest, whether now owned or hereafter acquired, of the Contributor in and to the Equipment and all proceeds thereof, including in any event and without limitation, all present and future leases and other contracts relating to the Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the 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. (cb) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outrightLEASE FINANCE ACKNOWLEDGES THAT VENDOR SERVICES IS TRANSFERRING THE EQUIPMENT "AS-IS, and not for securityWHERE-IS," AND THAT VENDOR SERVICES MAKES NO REPRESENTATION, of the property described in Section 2.1(a)EXPRESS OR IMPLIED, conveying good title thereto free and clear of any LiensWITH RESPECT TO THE EQUIPMENT, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable lawINCLUDING WITHOUT LIMITATION ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Conveyance of Leases and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Contributor, 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, all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, of the Contributor in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, in the case of Substitute Leases, the applicable 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, (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment), (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, (B) all rights of the lessor or the secured party, as the case may be, in all present or future leases and other contracts relating to the 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's ' customary procedures relating to the Leases; (ii) all funds on deposit from time to time in the Trust Accounts and all investments therein and proceeds thereof; (iii) the Transfer Agreement; (iv) the Residual Realizations; and (v) any 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 Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv), the Contributor hereby grants to the Issuer a security interest in all of the right, title and interest, whether now owned or hereafter acquired, of the Contributor in and to the Equipment and all proceeds thereof. (c) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outright, and not for security, of the property described in Section 2.1(a), conveying good title thereto free and clear of any Liens, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable law.

Conveyance of Leases and Related Assets. (a) Subject to the terms and conditions of this Agreement, the Contributor, 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, all of the right, title and interest, including any security interest, whether now owned or hereafter acquired, of the Contributor in and to the following: (i) the Leases, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Initial Cut-Off Date or, in the case of Substitute Leases, the applicable 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) PrepaymentsPrepayments (other than, in the case of a Lease, any portion thereof allocated to the Contributor in accordance with this Agreement), (3) Liquidation Proceeds (including all net proceeds from the disposition of the related Equipment)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 Equipment upon expiration of the related Lease (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 all present or future leases and other contracts relating to the 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 Equipment) for the payment of amounts due under the Leases (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts) and ), (D) all items contained in the related Lease Files and any and all other documents that are kept on file in accordance with Vendor Services's customary procedures relating to the Leases, 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; (iii) the Transfer Agreement;, including any Purchase Amount paid (other than any portion thereof attributable to the Book Value of the Equipment); and (iv) rights to Residual Realizations and to amounts on deposit from time to time in the Residual Realizations; and (v) any Account, to the extent necessary to make interest and all proceeds of principal payments on the foregoing; Notes on each Payment Date and subject to the Residual Amount Cap, as set forth in the Indenture. The foregoing does not constitute, nor is it intended to result in, the creation or assumption by the Issuer, the Trustee or any Noteholder of any obligation of the Contributor, the Servicer or any other Person in connection with the Leases or the related Equipment or any agreement or instrument relating thereto, including any obligation to the Obligors. (b) As security for the payment of amounts described in Section 2.1(a)(i)(3) and 2.1(a)(iv), the Contributor hereby grants to the Issuer a security interest in all of the right, title and interest, whether now owned or hereafter acquired, of the Contributor in and to the Equipment and all proceeds thereof. (c) The execution and delivery of this Agreement shall constitute an acknowledgment by each of the Contributor and the Issuer that they intend that each assignment and transfer herein contemplated constitute an assignment outright, and not for security, of the property described in Section 2.1(a), conveying good title thereto free and clear of any Liens, from the Contributor to the Issuer, and that all such property shall not be a part of the estate of the Contributor in the event of the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of another similar event, of, or with respect to the Contributor. In the event that such conveyance is determined to be made as security for a loan made by the Issuer or the Noteholders to the Contributor, the Contributor hereby grants to the Issuer a security interest in all of the Contributor's right, title and interest in and to the property described in Section 2.1(a) to secure the loan determined to have been made to the Contributor and the payment and performance of the other obligations of the Contributor under this Agreement, and agrees that in such event this Agreement shall constitute a security agreement under applicable law.