Common use of Pledge of Pledged Property Clause in Contracts

Pledge of Pledged Property. Each of the Issuers, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer Agreement, hereby pledges, deposits, transfers, assigns, and otherwise 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 as provided in this Indenture, all of its respective right, title, and interest in, to and under (a) the Equipment, (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, (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 Scheduled Payments thereunder (whether or not due), Advance Payments received by the Servicer prior to the related Cut-Off Date but not due until a Collection Period after such Cut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect thereto, (d) any guarantees, letters of credit, surety bonds or other credit enhancement of an Obligor's obligations under each such Contract, (e) the related Contract Files, (f) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (g) the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (h) the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payments Account and the Reserve Account and all amounts on deposit therein and all amounts collected in the Lockbox Account related to the Contracts and (i) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"). 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 New York and Delaware. The pledge provided for in this Section 2.01 is intended by each of the Issuers to be a grant by the Issuers to the Indenture Trustee, for the benefit of the Noteholders, of a valid first priority security interest in all of its respective right, title and interest in, to and under the Pledged Property.

Pledge of Pledged Property. Each of the Issuers, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer Agreement, hereby pledges, deposits, transfers, assigns, and otherwise 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 Insurer (collectively, the "Beneficiaries"), as provided in this Indenture, all of its respective right, title, and interest in, to and under (a) the Equipment, (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 CollateralEquipment, including all income and proceeds upon any sale, re-leasing, rental sale or other disposition of the Equipment and other CollateralEquipment, (b) the Contracts, all renewals and extensions thereof Contracts 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 Scheduled Payments thereunder (whether or not due), Advance Payments received by the Servicer prior to the related Cut-Off Date but not due until a Collection Period after such Cut-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, (d) any guarantees, letters of credit, surety bonds or other credit enhancement guarantees of an Obligor's obligations under each such Contract, (e) the related Contract Files, (f) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (g) the Receivables Transfer Agreement, each Subsequent Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (h) all amounts on deposit in the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payments Reserve Account, the Class B Reserve Account and the Class C Reserve Account and all amounts on deposit therein held by the Indenture Trustee and all amounts collected in the Lockbox Account related to the Contracts and (i) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged Property"). 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 New York York, Nevada and DelawareMinnesota. The pledge provided for in this Section 2.01 is intended by each of the Issuers to be a grant by the Issuers to the Indenture Trustee, for the benefit of the NoteholdersBeneficiaries, of a valid first priority security interest in all of its respective right, title and interest in, to and under the Pledged Property.

Pledge of Pledged Property. Each of the IssuersThe Trust, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer AgreementIndenture, does hereby pledgespledge, depositsdeposit, transferstransfer, assignsassign, and otherwise grants 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 Letter of Credit Bank, as their interests may appear as provided in this Indenture, all of its respective the right, title, and interest in, of the Trust in and to and under (aa)(i) any Equipment that is owned by the Equipment, (except for any licensed products that may accompany the Equipment) Trust 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 from such Equipment, but subject to the rights of the Obligor to quiet enjoyment of such Equipment under the related Contract and (ii) any sale, re-leasing, rental or other disposition security interest of the Trust in any of the Equipment and other Collateralthat is not owned by the Trust, (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 Scheduled Payments thereunder (whether Payments, Residual Receipts, Defaulted Contract Recoveries and any other payments due or not due), Advance Payments received by the Servicer prior made with respect to the related Contracts after the Cut-Off Date but not due until a Collection Period after relating to such Cut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect theretoContracts, (dc) any guarantees, letters of credit, surety bonds or other credit enhancement guarantees of an Obligor's obligations under each such a Contract, (ed) all other documents in the Contract Files relating to the Contracts, including, without limitation, any UCC financing statements related Contract Filesto the Contracts or the Equipment, (fe) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (gf) all of the Receivables Trust's right, title and interest in and to, and rights under the Depositor Transfer Agreement, each Subsequent the Receivables Transfer Agreement and the Servicing Agreement, each as executed and delivered in accordance therewith, (g) the Note Insurance Policy, (h) the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payments Account and the Reserve Account and all amounts on deposit therein in the Collection Account and all amounts collected in the Lockbox Account related 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 Contracts extent they relate to any Contract and any Equipment covered by the Contracts, and (ij) 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 Florida, New York and DelawareTexas. The pledge provided for in this Section 2.01 is intended by each of the Issuers Trust to be a grant by the Issuers Trust to the Indenture Trustee, for the benefit Trustee on behalf of the Noteholders, the Note Insurer and the Letter of Credit Bank, as their interests may appear, of a valid first priority perfected security interest in all of its respective the Trust's right, title and interest in, in and to and under the Pledged Property.

Pledge of Pledged Property. Each of the Issuers, simultaneously with the execution and delivery of this Indenture and upon each execution and delivery of each Subsequent Transfer Agreement and each Substitute Transfer Agreement, hereby pledges, deposits, transfers, assigns, and otherwise 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 as provided in this Indenture, all of its respective right, title, and interest in, to and under (a) the EquipmentInitial 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 hereafter made with respect thereto, (b) all Initial Conveyed Assets, Subsequent Conveyed Assets, if any, and Substitute Conveyed Assets, (c) the Equipment (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, (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, (cd) 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 Scheduled Payments thereunder (whether or not due), Advance Payments received by the Servicer prior to the related Cut-Off Date but not due until a Collection Period after such Cut-Off Date, any Prepayments, any payments in respect of a casualty or early termination and any Liquidation Proceeds received with respect thereto, (de) any guarantees, letters of credit, surety bonds or other credit enhancement of an Obligor's obligations under each such Contract, (ef) the related Contract Files, (fg) any Insurance Policies and Insurance Proceeds with respect to the Contracts, (gh) the Receivables Transfer Agreement, each Subsequent Transfer Agreement and Agreement, each Substitute Transfer Agreement, the Servicing Agreement, the Custody Agreement, the Securitization Escrow Agreement, the Swap Agreement and all other Transaction Documents, each as executed and delivered in accordance therewith, (hi) the Collection Account, the Pre-Funding Account, the Capitalized Interest Account, the Residual Payments Account and Payment Account, the Reserve Account Account, the Servicer Transition Account, and all amounts on deposit therein and all amounts collected in the Lockbox Account related to the Contracts and (ij) any and all income and proceeds of any of the foregoing (all of the foregoing, collectively, constituting the "Pledged PropertyPLEDGED PROPERTY"). 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 New York and Delaware. The pledge provided for in this Section 2.01 is intended by each of the Issuers to be a grant by the Issuers to the Indenture Trustee, for the benefit of the Noteholders, of a valid first priority security interest in all of its respective right, title and interest in, to and under the Pledged Property.