Common use of Conveyance of Secured Notes Clause in Contracts

Conveyance of Secured Notes. (a) In consideration of the Issuing Entity’s delivery of the Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the Second Step Secured Notes Assignment in the form attached as Exhibit A to this Agreement (the “Second Step Secured Notes Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse: (i) all right, title and interest of the Depositor in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (ii) all right, title and interest of the Depositor in, to and under the Pooling Agreement, the Administration Agreement and the First Step Secured Notes Assignment (including the right of the Depositor to cause the Seller or the Administrator to repurchase Secured Notes under certain circumstances and the rights of the Depositor under the VAULT Security Agreement); and (iii) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) and (ii) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (iii) above is referred to herein collectively as the “Second Step Purchased Property.” (b) It is the intention of the Depositor and the Issuing Entity that the sale, transfer, assignment and other conveyances contemplated by this Agreement and the Second Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other Second Step Purchased Property from the Depositor to the Issuing Entity for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws, so that the beneficial interest in and title to the Secured Notes and the other Second Step Purchased Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. (c) The foregoing sale, transfer, assignment and other conveyances do not constitute and are not intended to result in the creation of or an assumption by the Issuing Entity of any obligation of the Seller, the Administrator, the Depositor or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.

Conveyance of Secured Notes. (a) In consideration of the Issuing Entity’s delivery of the Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the Second Step Secured Notes Assignment in the form attached as Exhibit A to this Agreement (the “Second Step Secured Notes Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse: (i) all right, title and interest of the Depositor in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (ii) all right, title and interest of the Depositor in, to and under the Pooling Agreement, the Administration Agreement and the First Step Secured Notes Assignment (including the right of the Depositor to cause the Seller or the Administrator to repurchase Secured Notes under certain circumstances and the rights of the Depositor under the VAULT Security Agreement); and (iii) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) and (ii) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (iii) above is referred to herein collectively as the “Second Step Purchased Property.” (b) It is the intention of the Depositor and the Issuing Entity that the sale, transfer, assignment and other conveyances contemplated by this Agreement and the Second Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other Second Step Purchased Property from the Depositor to the Issuing Entity for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws, so that the beneficial interest in and title to the Secured Notes and the other Second Step Purchased Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. (c) The foregoing sale, transfer, assignment and other conveyances conveyance do not constitute and are not intended to result in the creation of or an any assumption by the Issuing Entity of any obligation of the Seller, the Administrator, the Depositor or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.

Conveyance of Secured Notes. (a) In consideration of the Issuing Entity’s delivery of the Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this Agreement and the Second Step Secured Notes Assignment in the form attached as Exhibit A to this Agreement (the “Second Step Secured Notes Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse: (i) all right, title and interest of the Depositor in, to and under the Secured Notes and all monies due thereunder on and after the Closing Date; (ii) all right, title and interest of the Depositor in, to and under the Pooling Agreement, the Allocation Agreement, the Administration Agreement and the First Step Secured Notes Assignment (including the right of the Depositor to cause the Seller or the Administrator to repurchase Secured Notes under certain circumstances circumstances, the right of the Depositor to cause the Seller to cause ACOL LLC to remove Lease Assets from Series 20 -SN and the rights of the Depositor under the VAULT Security Agreement); and (iii) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) and (ii) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (iii) above is referred to herein collectively as the “Second Step Purchased Property.” (b) It is the intention of the Depositor and the Issuing Entity that the sale, transfer, assignment and other conveyances contemplated by this Agreement and the Second Step Secured Notes Assignment shall constitute a sale of the Secured Notes and the other Second Step Purchased Property from the Depositor to the Issuing Entity for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws, so that the beneficial interest in and title to the Secured Notes and the other Second Step Purchased Property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. (c) The foregoing sale, transfer, assignment and other conveyances do not constitute and are not intended to result in the creation of or an assumption by the Issuing Entity of any obligation of the Seller, the Administrator, the Depositor or any other Person to the Lessees, Dealers, insurers or any other Person in connection with the Secured Notes, Lease Assets, any Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them.