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, does hereby pledge, deposit, transfer, assign, and otherwise grant to the Indenture Trustee, 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 Trust in and to (1) the Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments and all other amounts on deposit in the Pre-Funding Account and the Capitalized Interest Account, and (4) an assignment of the Trust's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all 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) the Receivables Pledge Agreement, 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 held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (the property 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 State of New York and the 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, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Trust's right, title and interest in and to the Pledged Property,

Pledge of Pledged Property. The TrustEach of the Issuers, simultaneously with the execution and delivery of this IndentureIndenture and upon each execution and delivery of each Subsequent Transfer Agreement and each Substitute Transfer Agreement, does hereby pledgepledges, depositdeposits, transfertransfers, assignassigns, and otherwise grant grants 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 of its respective right, title, and interest of the Trust in in, to and to (1) the Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments and all other amounts on deposit in the Pre-Funding Account and the Capitalized Interest Account, and (4) an assignment of the Trust's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: under (a) the security interest Initial Contracts, the Subsequent Contracts, if any, and the Substitute Contracts, if any, all renewals and extensions thereof and all amendments, additions and supplements including schedules, summary schedules and subschedules made or any ownership interest of the Transferors in the Equipmenthereafter made with respect thereto, (b) all Initial Conveyed Assets, Subsequent Conveyed Assets, if any, and Substitute Conveyed Assets, (c) the ContractsEquipment (except for any licensed products that may accompany the Equipment) and any new unit or units of Equipment substituted for any existing unit or units of Equipment and all other Collateral, including all income and proceeds upon any sale, re-leasing, rental or other disposition of the Equipment and other Collateral, (d) all monies received by the Servicer or due in payment of the Contracts on or after the related Cut-Off Date, including, without limitation, all Actual Scheduled Payments and any other payments due thereunder (whether or made with respect not due), Advance Payments received by the Servicer prior to the Contracts after the related Cut-Off Date relating to but not due until a Collection Period after such ContractsCut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect thereto, (ce) any guarantees guarantees, letters of credit, surety bonds or other credit enhancement of an Obligor's obligations under a each such Contract, (df) all other documents in the related Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the EquipmentFiles, (eg) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (fh) the Receivables Pledge Transfer Agreement, each Subsequent Transfer Agreement, each Substitute Transfer Agreement, the Receivables Sale Servicing Agreement, the Custody Agreement, the Securitization Escrow Agreement, the Swap Agreement and the Servicing Agreementall other Transaction Documents, each as executed and delivered in accordance therewith, (gi) all Eligible Investments the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payment Account, the Reserve Account, the Servicer Transition Account, and all other amounts on deposit therein and all amounts collected in the Collection Lockbox Account held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights related to the extent they relate to any Contract and any Equipment covered by the Contracts, Contracts and (j) any and all income and proceeds of any of the foregoing (all of the property and interests in (1) through (4) aboveforegoing, collectively, constituting the "Pledged PropertyPLEDGED 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 State States of New York and the Commonwealth of PennsylvaniaDelaware. The pledge provided for in this Section 2.01 is intended by each of the Trust Issuers to be a grant by the Trust Issuers to the Indenture Trustee, on behalf for the benefit of the Noteholders and the Note InsurerNoteholders, of a valid first priority perfected security interest in all of the Trust's its respective right, title and interest in in, to and to under 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, 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 their interests may appear 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 (1a)(i) any Equipment that is owned by the Pledged Notes, (2) Owner Trustee on behalf of the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment 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's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all Actual Payments Scheduled Payments, Final Scheduled Payments, Defaulted Contract 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) the Receivables Pledge Agreement, 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 held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (the property 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 State of New York and the 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, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Trust's right, title and interest 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, 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 their interests may appear as provided in this Indenture, all the right, title, and interest of the Trust Owner Trustee on behalf of the Trust, whether now owned or hereafter acquired in and to (1a)(i) any Equipment that is owned by the Pledged Notes, (2) Owner Trustee on behalf of the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment 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's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all Actual Payments Scheduled Payments, Final Scheduled Payments, Defaulted Contract 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) the Receivables Pledge Agreement, 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 held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (the property 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 State of New York and the 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, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Trust's right, title and interest in and to the Pledged Property,to

Pledge of Pledged Property. The TrustEach of the Issuers, simultaneously with the execution and delivery of this IndentureIndenture and upon each execution and delivery of each Subsequent Transfer Agreement, does hereby pledgepledges, depositdeposits, transfertransfers, assignassigns, and otherwise grant grants to the Indenture Trustee, without recourse (except as otherwise expressly set forth herein), to be held in trust for the benefit of the Noteholders Noteholders, the Certificateholders and the Note InsurerInsurer (collectively, as their interests may appear the "Beneficiaries"), as provided in this Indenture, all the of its respective right, title, and interest of the Trust in in, to and to (1) the Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments and all other amounts on deposit in the Pre-Funding Account and the Capitalized Interest Account, and (4) an assignment of the Trust's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: under (a) the security interest Equipment, (except for any licensed products that may accompany the Equipment) and any new unit or units of Equipment substituted for any ownership interest existing unit or units of the Transferors in Equipment, including all income and proceeds upon any sale or other disposition of the Equipment, (b) the ContractsContracts and all amendments, additions and supplements including schedules, summary schedules and subschedules made or hereafter made with respect thereto, (c) all monies received by the Servicer or due in payment of the Contracts on or after the related Cut-Off Date, including, without limitation, all Actual Scheduled Payments and any other payments due thereunder (whether or made with respect not due), Advance Payments received by the Servicer prior to the Contracts after the related Cut-Off Date relating to but not due until a Collection Period after such ContractsCut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect thereto, but excluding any Excluded Amounts, (cd) any guarantees of an Obligor's obligations under a each such Contract, (de) all other documents in the related Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the EquipmentFiles, (ef) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (fg) the Receivables Pledge Transfer Agreement, the Receivables Sale each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (gh) all Eligible Investments and all other amounts on deposit in the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Reserve Account, the Class B Reserve Account and the Class C Reserve Account held by the Indenture Trustee, Trustee and all amounts collected in the Lockbox Account related to the Contracts and (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (all of the property and interests in (1) through (4) aboveforegoing, 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 State States of New York York, Nevada and the Commonwealth of PennsylvaniaMinnesota. The pledge provided for in this Section 2.01 is intended by each of the Trust Issuers to be a grant by the Trust Issuers to the Indenture Trustee, on behalf for the benefit of the Noteholders and the Note InsurerBeneficiaries, of a valid first priority perfected security interest in all of the Trust's its respective right, title and interest in in, to and to under the Pledged Property,.

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this IndentureIndenture 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 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 (1a)(i) any Equipment that is owned by the Pledged Notes, (2) Owner Trustee on behalf of the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment 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's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all Actual Payments 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 Pledge Transfer Agreement, the Receivables Sale each Subsequent Transfer 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, (ih) 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 property and interests in (1) through (4) aboveforegoing, 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 State States of Delaware, New York and the Commonwealth of PennsylvaniaTexas. 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 TrustOwner 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, 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 Noteholders, the Note Insurer and the Note InsurerLetter of Credit Bank, as their interests may appear as provided in this Indenture, all the right, title, and interest of the Trust in and to (1a)(i) any Equipment that is owned by the Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment of the Trust's any security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors Trust in any of the EquipmentEquipment that is not owned by the Trust, (b) the Contracts, including, without limitation, all Actual Payments Scheduled Payments, Residual Receipts, 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 Receivables Pledge Trust's right, title and interest in and to, and rights under the Depositor Transfer Agreement, the Receivables Sale Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) the Note Insurance Policy, (h) all Eligible Investments and all other amounts on deposit in the Collection Account and the Lockbox Account held by the Indenture Trustee, (i) 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, and (j) any and all income and proceeds of any of the foregoing (all of the property and interests in (1) through (4) aboveforegoing, 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 State States of Florida, New York and the Commonwealth of PennsylvaniaTexas. 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 Noteholders, the Note Insurer and the Note InsurerLetter of Credit Bank, as their interests may appear, of a valid first priority perfected security interest in all of the Trust's right, title and interest in and to the Pledged Property,.

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture, 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 (1a)(i) any Equipment that is owned by the Pledged Notes, (2) Owner Trustee on behalf of the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment 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's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all Actual Payments 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) the Receivables Pledge Agreement, 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 held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (the property 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 State of New York and the 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, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Trust's right, title and interest in and to to, and rights under the Pledged Property,Receivables Transfer Agreement and the Servicing Agreement, each as executed and delivered

Pledge of Pledged Property. The Trust, simultaneously with the execution and delivery of this Indenture, 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 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 (1a)(i) any Equipment that is owned by the Pledged Notes, (2) Owner Trustee on behalf of the Note Insurance Policy, (3) all Eligible Investments Trust and any and all other amounts on deposit in income and proceeds from such Equipment, but subject to the Pre-Funding Account and rights of the Capitalized Interest Account, Obligor to quiet enjoyment of such Equipment under the related Contract and (4ii) an assignment 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's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: (a) the security interest or any ownership interest of the Transferors in the Equipment, (b) the Contracts, including, without limitation, all Actual Payments 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 Pledge Agreement, the Receivables Sale Transfer 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 Reserve Account held by the Indenture Trustee, (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (the property 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 State of New York and the 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, on behalf of the Noteholders and the Note Insurer, of a valid first priority perfected security interest in all of the Trust's right, title and interest in and to the Pledged Property,the

Pledge of Pledged Property. The TrustEach of the Issuers, simultaneously with the execution and delivery of this IndentureIndenture and upon each execution and delivery of each Subsequent Transfer Agreement, does hereby pledgepledges, depositdeposits, transfertransfers, assignassigns, and otherwise grant grants 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 of its respective right, title, and interest of the Trust in in, to and to (1) the Pledged Notes, (2) the Note Insurance Policy, (3) all Eligible Investments and all other amounts on deposit in the Pre-Funding Account and the Capitalized Interest Account, and (4) an assignment of the Trust's security interest in all of the following items that have been pledged as collateral security for the Pledged Notes: under (a) the security interest Equipment, (except for any licensed products that may accompany the Equipment) and any new unit or units of Equipment substituted for any ownership interest existing unit or units of Equipment and all other Collateral, including all income and proceeds upon any sale, re-leasing, rental or other disposition of the Transferors in the EquipmentEquipment and other Collateral, (b) the Contracts, all renewals and extensions thereof and all amendments, additions and supplements including schedules, summary schedules and subschedules made or hereafter made with respect thereto, (c) all monies received by the Servicer or due in payment of the Contracts on or after the related Cut-Off Date, including, without limitation, all Actual Scheduled Payments and any other payments due thereunder (whether or made with respect not due), Advance Payments received by the Servicer prior to the Contracts after the related Cut-Off Date relating to but not due until a Collection Period after such ContractsCut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect thereto, (cd) any guarantees guarantees, letters of credit, surety bonds or other credit enhancement of an Obligor's obligations under a each such Contract, (de) all other documents in the related Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related to the Contracts or the EquipmentFiles, (ef) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (fg) the Receivables Pledge Transfer Agreement, the Receivables Sale each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (gh) all Eligible Investments the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payments Account and the Reserve Account and all other amounts on deposit therein and all amounts collected in the Collection Lockbox Account held by related to the Indenture Trustee, Contracts and (i) all Source Agreements and Source Agreement Rights to the extent they relate to any Contract and any Equipment covered by the Contracts, and (j) any and all income and proceeds of any of the foregoing (all of the property and interests in (1) through (4) aboveforegoing, 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 State States of New York and the Commonwealth of PennsylvaniaDelaware. The pledge provided for in this Section 2.01 is intended by each of the Trust Issuers to be a grant by the Trust Issuers to the Indenture Trustee, on behalf for the benefit of the Noteholders and the Note InsurerNoteholders, of a valid first priority perfected security interest in all of the Trust's its respective right, title and interest in in, to and to under the Pledged Property,.