Direction; Acquisition; Capital Contribution Clause Samples

Direction; Acquisition; Capital Contribution. (a) Subject to the terms and conditions of this Agreement, the Originator hereby agrees to sell, convey and contribute, on the Subsequent Funding Date, all of the Subsequent Conveyed Assets to the Transferors, as set forth in subsection (b) below. Upon receipt of the consideration specified in subsection (c) below, the Originator hereby releases all of its right, title and interest in, to and under the Subsequent Conveyed Assets, such receipt being hereby acknowledged by the execution of this Agreement by the Originator. (b) The transfers occurring on the Subsequent Funding Date shall be consummated such that those Conveyed Assets which are considered "financial assets" within the meaning of the Statement of Financial Accounting Standards No. 125 ("FAS 125") (such Conveyed Assets include, without limitation, the Contracts, other than any Contract which is a "true" or "operating" lease) are acquired by Transferor I, and such that those Conveyed Assets which are not considered "financial assets" within the meaning of FAS 125 (such Conveyed Assets include, without limitation, any Contract which is a "true" or "operating" lease, the ownership or security interest of the Originator in each item of Equipment and any Residual Receipts) are acquired by Transferor II. (c) In consideration for (x) the receipt by the Originator of $__________ from the Transferors and (y) other good and valuable consideration, the Originator hereby conveys to the applicable Transferor all of its right, title and interest in, to and under the Subsequent Conveyed Assets, whether now existing or hereinafter arising, without recourse, except as may be set forth herein. In connection with the transfers on Subsequent Funding Date, the Originator hereby makes a capital contribution to the related Transferor in the amount by which the fair market value of the Subsequent Conveyed Assets exceeds the cash consideration received by the Originator in connection therewith. (d) In connection with the sale, contribution and conveyance of the Subsequent Conveyed Assets, the Originator shall, at its own expense, on or prior to the Subsequent Funding Date (i) cause the Contract Management System to be marked with a specified code (the "Contract Management Code") to show that such Subsequent Conveyed Assets have been transferred and contributed to the Transferors in accordance with this Agreement, subsequently pledged to the Trust, as collateral security for the Pledged Notes in accordance with the relat...