Common use of Creation and Funding of Trust; Transfer of Transferred Assets to Trust Clause in Contracts

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be created pursuant to the terms and conditions of the Trust Agreement, upon the execution and delivery of the Trust Agreement and the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Contracts and related Transferred Assets identified in such Transfer Agreement, (ii) the remittances, deposits and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the Purchase and Sale Agreement and Assignment Agreements) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) shall be deemed to constitute the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assets, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust a security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Statutory Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified and incorporated in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $801,852,024.88. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified and incorporated in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as debtor, the Trust as secured party and the Indenture Trustee as assignee in each jurisdiction that the Depositor deems necessary in order to protect the security interest in the Contracts and the Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, (ii) upon the execution and delivery of the Trust Agreement and (iii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Statutory Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $870,019,159.02. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as debtor, the Trust as secured party and the Indenture Trustee as assignee in each jurisdiction that the Depositor deems necessary in order to protect the security interest in the Contracts and the Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders, the Class A-3 Swap Counterparty and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $763,418,561. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder Noteholder, the Class A-3 Swap Counterparty and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes or the Class A-3 Swap Agreement corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of the Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Delaware Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $588,612,768. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Series 2005-EF1 VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be created pursuant to the terms and conditions of the Trust Agreement, upon the execution and delivery of the Trust Agreement and the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), ): (i) all the right and interest of the Depositor in and to the Contracts and related Transferred Assets identified in such Transfer Agreement, (ii) the remittances, deposits and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the Purchase and Sale Agreement and Assignment Agreements) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) shall be deemed to constitute the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assets, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust a security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that that: (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, (ii) upon the execution and delivery of the Trust Agreement and (iii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Statutory Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $933,907,072.59. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as debtor, the Trust as secured party and the Indenture Trustee as assignee in each jurisdiction that the Depositor deems necessary in order to protect the security interest in the Contracts and the Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $452,223,424. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of the Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $1,006,647,179.63. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Series 2006-VT1 VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties hereto and thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation allocated in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, (ii) upon the execution and delivery of the Trust Agreement and (iii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $1,066,591,534.38. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as debtor, the Trust as secured party and the Indenture Trustee as assignee in each jurisdiction that the Depositor deems necessary in order to protect the security interest in the Contracts and the Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, and upon the execution and delivery of the Trust Agreement and the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $1,056,038,343.10. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the Transfer Agreement (or Substitution related Transferred Assets identified in such Transfer Agreement, as applicableand (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, (ii) upon the execution and delivery of the Trust Agreement and (iii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $1,109,491,879.83. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of the Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, (ii) upon the execution and delivery of the Trust Agreement and (iii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $845,590,940.59. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the Transfer Agreement (or Substitution related Transferred Assets identified in such Transfer Agreement, as applicableand (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust a security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.Transfer

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $546,906,232.13. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Series 2008-VT1 VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder Noteholders and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties hereto and thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation allocated in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $740,558,450.01. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Series 2006-VT2 VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder Noteholders and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties hereto and thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation allocated in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be created pursuant to the terms and conditions of the Trust Agreement, upon the execution and delivery of the Trust Agreement and the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, shall transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right and interest of the Depositor in and to the Contracts and related Transferred Assets identified in such Transfer Agreement, (ii) the remittances, deposits and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the Purchase and Sale Agreement and Assignment Agreements) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) shall be deemed to constitute the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assets, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust a security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Delaware Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $[ ]. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Series 2005-EF1 VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created pursuant to the terms and conditions of the Trust Agreementan initial trust agreement, and upon the execution and delivery of the Trust Agreement and the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Trust Statute. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The "purchase price" for the Contracts and the related Transferred Assets shall be an amount equal to $758,233,068.62. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets 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. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) shall be deemed to constitute the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assets, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if Contracts and the related Contract has become a Defaulted ContractTransferred Assets identified in such Transfer Agreement, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria.and

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing DateDepositor, in consideration of the Depositor shallpurchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, does hereby transfer, assign, set over and otherwise convey to the Trust Trust, on the Closing Date, by execution of the Transfer this Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer this Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $[___________]. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the ACE Purchase and Sale Agreement, the Non-ACE Purchase Agreement, the Series 20[ ]-[__] Purchase Agreement and Assignment Agreementsthe ACE Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 2.03 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) the right, title, and interest of the Depositor in and to such Contracts and the Transfer Agreement related Transferred Assets identified herein (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties hereto and thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in the right, title, and interest of the Depositor in and to such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue Collections and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of this Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.

Creation and Funding of Trust; Transfer of Transferred Assets to Trust. (a) The Trust shall be has been created (i) pursuant to the terms an initial trust agreement as amended and conditions of restated by the Trust Agreement, upon the execution and delivery of the Trust Agreement and (ii) by the filing by the Owner Trustee of an appropriately completed Certificate of Trust under the Business Delaware Statutory Trust StatuteAct. The Depositor, as settlor of the Trust, shall fund and convey assets to the Trust pursuant to the terms and provisions hereof. The Trust shall be administered pursuant to the provisions of this Agreement, the Administration Agreement and the Trust Agreement for the benefit of the Noteholder Noteholders and the Equity Certificateholder. Each of the Owner Trustee and the Administrator (as defined in the Administration Agreement) is hereby specifically recognized by the parties hereto as empowered to conduct business dealings on behalf of the Trust in accordance with the terms hereof and of the Trust Agreement and Administration Agreement. (b) Subject to the terms and conditions set forth herein, on the Closing Date, the Depositor shall, in consideration of the purchase price of the Contracts and the related Transferred Assets and the retention of the Equity Certificate, transfer, assign, set over and otherwise convey to the Trust by execution of the Transfer Agreement, without recourse (other than as expressly provided herein), (i) all the right right, title and interest of the Depositor in and to the Contracts and the related Transferred Assets identified in such Transfer Agreement, and (ii) the remittances, deposits all income from and payments made into the Collection Account from time to time and amounts in the Collection Account from time to time (and any investments of such amounts), and (iii) all proceeds and products of the foregoing. The “purchase price” for the Contracts and the related Transferred Assets shall be an amount equal to $[__________]. Such purchase price shall be payable in immediately available funds on the Closing Date. (c) The parties hereto hereby agree and acknowledge that title to or ownership of any related Equipment shall not be transferred to the Trust upon such conveyance and that the Depositor shall retain its ownership interest (to the extent the same has been so conveyed to the Depositor pursuant to the VFC Purchase and Sale Agreement, the Non-VFC Purchase Agreement, the Substitute VFC Purchase Agreement and Assignment Agreementsthe VFC Assignment) in such Equipment (provided, that the parties agree and intend that any mere security interest, as opposed to title or ownership interest, in the related Equipment which secures the Contract pursuant to the terms thereof, is being assigned and conveyed as part of the Transferred Assets in accordance with the definition thereof). The Depositor and the Trust further intend and agree that, except as described in the preceding sentence with respect to ownership interests in related Equipment, any such transfer is intended to be a conveyance and transfer of ownership of the Contracts and the related Transferred Assets (or Substitute Transferred Assets conveyed as described in Section 2.04 below) and that such Contracts and the related Transferred Assets shall not be part of the Depositor's ’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event, however, that notwithstanding such intent and agreement, a transfer and assignment contemplated hereby and in the Transfer Agreement (or Substitution Transfer Agreement, as applicable) is determined not to be a conveyance of ownership, this Agreement the Depositor hereby grants to the Trust a first priority perfected security interest in (i) such Contracts and the related Transferred Assets identified in such Transfer Agreement (or Substitution Transfer Agreement, as applicable), and (ii) shall be deemed to constitute all income from and proceeds of the Depositor's grant to the Trust of a perfected first priority security interest in such Transferred Assetsforegoing, and this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), collectively, shall constitute a security agreement under applicable law, securing the related obligations of the Trust to the Noteholder and the Equity Certificateholder, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the other Transaction Documents, together with such other obligations or interests as may arise hereunder and thereunder with respect to such Contracts and the related Transferred Assets in favor of the parties thereto. (d) In furtherance of and not in limitation of any of the foregoing, the Depositor with respect to each item of Equipment owned by it as described above, by execution and delivery of this Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable), hereby and thereby on and as of the Closing Date (or Substitution Transfer Date, as applicable) grants to the Trust and the Indenture Trustee a first priority perfected security interest in such item of owned Equipment, securing in each case an amount payable by the Trust in respect of the Notes corresponding to the Contract Principal Balance from time to time of the related Contract; it being understood, however, that (i) recourse to such Equipment in realization of the benefits of such security interest shall only occur if the related Contract has become a Defaulted Liquidated Contract, and (ii) the application of Liquidation Proceeds realized therefrom shall be governed in accordance with the provisions hereof generally applicable to such Pledged Revenue and allocation in accordance with the Allocation Criteria. (e) The Depositor, by execution and delivery of the Agreement and the Transfer Agreement (or Substitution Transfer Agreement, as applicable) authorizes the Trust to file UCC financing statements naming the Depositor as Debtor, the Trust as Secured Party and the Indenture Trustee as Assignee in each jurisdiction that the Depositor deems necessary in order to protect its security interests in the Contracts and Equipment.