Common use of Pledge of Pledged Property Clause in Contracts

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer Agreement, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note Insurer, as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust in and to (a)(i) any Equipment that is owned by the Owner Trustee on behalf of the Trust and any and all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any security interest of the Owner Trustee on behalf of the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b) the Contracts, including, without limitation, all Scheduled Payments, Defaulted Contract Recoveries and any other payments due or made with respect to the Contracts after the Cut-Off Date relating to such Contracts, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Account and the Capitalized Interest Account held by the Indenture Trustee, (h) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States of Delaware, New York and Texas. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner Trustee's right, title and interest (on behalf of the Trust) in and to the Pledged Property.

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note Insurer, as their interests may appear as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust in and to (a)(i1) any Equipment that is owned by the Owner Trustee Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments and all other amounts on behalf deposit in the Pre-Funding Account and the Capitalized Interest Account, and (4) an assignment of the Trust and any and Trust's security interest in all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under following items that have been pledged as collateral security for the related Contract and Pledged Notes: (iia) the security interest or any security ownership interest of the Owner Trustee on behalf of Transferors in the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the TrustEquipment, (b) the Contracts, including, without limitation, all Scheduled Payments, Defaulted Contract Recoveries Actual Payments and any other payments due or made with respect to the Contracts after the Cut-Off Date relating to such Contracts, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Pledge Agreement, each Subsequent Transfer the Receivables Sale Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all Eligible Investments and all other amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Account and the Capitalized Interest Account held by the Indenture Trustee, (hi) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoingproperty and interests in (1) through (4) above, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States State of Delaware, New York and Texasthe Commonwealth of Pennsylvania. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee Trustee, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner TrusteeTrust's right, title and interest (on behalf of the Trust) in and to the Pledged Property.,

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note Insurer, as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust in and to (a)(i) any Equipment that is owned by the Owner Trustee on behalf of the Trust and any and all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any security interest of the Owner Trustee on behalf of the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b) the Contracts, including, without limitation, all Scheduled Payments, Defaulted Contract Recoveries and any other payments due or made with respect to the Contracts after the Cut-Off Date relating to such Contracts, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Account and the Capitalized Interest Account held by the Indenture Trustee, (h) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States of Delaware, New York and Texas. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner Trustee's right, title and interest (on behalf of the Trust) in and to the Pledged Property.delivered

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note InsurerNoteholders, as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust in and to (a)(i) any Equipment that is owned by the Owner Trustee on behalf of the Trust and any and all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any security interest of the Owner Trustee on behalf of the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b) the Contracts, including, without limitation, all Scheduled Payments, Final Scheduled Payments, Defaulted Contract Recoveries and any other payments due or made with respect to the Contracts after the related Cut-Off Date relating to such ContractsDate, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Reserve Account and the Capitalized Interest Account held by the Indenture Trustee, (h) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States of Delaware, New York and Texas. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner Trustee's right, title and interest (on behalf of the Trust) in and to the Pledged Property.the

Pledge of Pledged Property. The Trust, to secure payment of principal of and interest on, and any other amounts owing in respect of the Notes, equally and ratably, without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provision of this Indenture, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note InsurerNoteholders, as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust , whether now owned or hereafter acquired, in and to (a)(i) any Equipment that is owned by the Owner Trustee on behalf of the Trust and any and all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any security interest of the Owner Trustee on behalf of the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b) the Contracts, including, without limitation, all Scheduled Payments, Final Scheduled Payments, Defaulted Contract Recoveries Recoveries, Early Termination Contract Proceeds, Liquidation Proceeds and any other payments due or made with respect to the Contracts after the related Cut-Off Date relating to such ContractsDate, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Account and the Capitalized Interest Account held by the Indenture Trustee, (h) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States of Delaware, New York and Texas. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner Trustee's right, title and interest (on behalf of the Trust) in and to the Pledged Property.,

Pledge of Pledged Property. The Trust, to secure payment of principal of and interest on, and any other amounts owing in respect of the Notes, equally and ratably, without prejudice, priority or distinction except as set forth herein, and to secure compliance with the provision of this Indenture, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders and the Note InsurerNoteholders, as provided in this Indenture, all the right, title, and interest of the Owner Trustee on behalf of the Trust Trust, whether now owned or hereafter acquired in and to (a)(i) any Equipment that is owned by the Owner Trustee on behalf of the Trust and any and all income and proceeds from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any security interest of the Owner Trustee on behalf of the Trust in any of the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b) the Contracts, including, without limitation, all Scheduled Payments, Final Scheduled Payments, Defaulted Contract Recoveries Recoveries, Early Termination Contract Proceeds, Liquidation Proceeds, Source Repurchase Price and any other payments due or made with respect to the Contracts after the related Cut-Off Date relating to such ContractsDate, (c) any guarantees of an Obligor's obligations under a Contract, (d) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the Equipment, (e) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (f) all of the Trust's right, title and interest in and to, and rights under the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) all amounts on deposit in the Collection Account, the Lockbox Account, the Pre-Funding Account and the Capitalized Interest Account held by the Indenture Trustee, (h) all of the Trust's right, title and interest in and to all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, (i) the Note Insurance Policy, and (j) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"); provided, however, that the pledge, transfer and assignment effected by this Section 2.01 shall not include the Initial Unpaid Amounts relating thereto. This Indenture is a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the States of Delaware, New York and Texas. The pledge provided for in this Section 2.01 is intended by the Trust to be a grant by the Trust to the Indenture Trustee on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Owner Trustee's right, title and interest (on behalf of the Trust) in and to the Pledged Property.