Common use of Purchase and Sale of Lease Assets Clause in Contracts

Purchase and Sale of Lease Assets. (a) On the Closing Date, subject to satisfaction of the conditions specified in Article V and the Lease Assets Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Secured Notes Transfer Agreements), the Seller shall sell, transfer, assign and otherwise convey to ACOLT, without recourse: (i) all right, title and interest of the Seller in, to and under the Lease Assets listed on the Lease Assets Schedule attached as Schedule A hereto (including the Beneficial Interest in each Leased Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Leased Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Leased Vehicles or Lessees related to the Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Lease Assets; (iv) all right, title and interest of the Seller in, to and under the Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Leased Vehicles related to the Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively with the assets described in clauses (i) through (vi) above, the “Sold Assets”). (b) It is the intention of the Seller and ACOLT that the sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to ACOLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. (c) The sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and the assignment delivered by the Seller in the form attached hereto as Exhibit A (the “Lease Assets Assignment”) do not constitute and are not intended to result in the creation of or an assumption by ACOLT of any obligation of the Seller to the Lessees, Dealers, insurers or any other Person in connection with the Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them. (d) In consideration of ACOLT’s delivery of the Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to ACOLT the Lease Assets Assignment.

Purchase and Sale of Lease Assets. (a) On the Closing Date, subject to satisfaction of the conditions specified in Article V and the Lease Assets Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Secured Notes Transfer Agreements), the Seller shall sell, transfer, assign and otherwise convey to ACOLT, without recourse: (i) all right, title and interest of the Seller in, to and under the Lease Assets listed on the Lease Assets Schedule attached as Schedule A hereto (including the Beneficial Interest in each Leased Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Leased Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Leased Vehicles or Lessees related to the Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Lease Assets; (iv) all right, title and interest of the Seller in, to and under the Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Leased Vehicles related to the Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively with the assets described in clauses (i) through (vi) above, the “Sold Assets”). (b) It is the intention of the Seller and ACOLT that the sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to ACOLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. (c) The sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and the assignment delivered by the Seller in the form attached hereto as Exhibit A (the “Lease Assets Assignment”) do not constitute and are not intended to result in the creation of or an assumption by ACOLT of any obligation of the Seller to the Lessees, Dealers, insurers or any other Person in connection with the Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them. (d) In consideration of ACOLT’s delivery of the Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to ACOLT the Lease Assets Assignment.

Purchase and Sale of Lease Assets. (a) On the Closing Date, subject to satisfaction of the conditions specified in Article V and the Lease Assets Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Secured Notes Transfer Agreements), the Seller shall sell, transfer, assign and otherwise convey to ACOLT, without recourse: (i) all right, title and interest of the Seller in, to and under the Lease Assets listed on the Lease Assets Schedule attached as Schedule A hereto (including the Beneficial Interest in each Leased Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Leased Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Leased Vehicles or Lessees related to the Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Lease Assets; (iv) all right, title and interest of the Seller in, to and under the Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Leased Vehicles related to the Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively with the assets described in clauses (i) through (vi) above, the “Sold Assets”).. Table of Contents (b) It is the intention of the Seller and ACOLT that the sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to ACOLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller’s estate in the event of the filing of a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. (c) The sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and the assignment delivered by the Seller in the form attached hereto as Exhibit A (the “Lease Assets Assignment”) do not constitute and are not intended to result in the creation of or an assumption by ACOLT of any obligation of the Seller to the Lessees, Dealers, insurers or any other Person in connection with the Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them. (d) In consideration of ACOLT’s delivery of the Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to ACOLT the Lease Assets Assignment.

Purchase and Sale of Lease Assets. (a) On the Closing Date, subject to satisfaction of the conditions specified in Article V and the Lease Assets Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Secured Notes Transfer and Administration Agreements), the Seller shall sell, transfer, assign and otherwise convey to ACOLTAFLT, without recourse: (i) all right, title and interest of the Seller in, to and under the Lease Assets listed on the Lease Assets Schedule attached as Schedule A hereto (including the Beneficial Interest in each Leased Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Leased Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Leased Vehicles or Lessees related to the Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Lease Assets; (iv) all right, title and interest of the Seller in, to and under the Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Leased Vehicles related to the Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively with the assets described in clauses (i) through (vi) above, the “Sold Assets”). (b) It is the intention of the Seller and ACOLT AFLT that the sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to ACOLT AFLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition or a petition for insolvency, receivership or conservatorship by or against the Seller or placement into receivership or conservatorship of the Seller under any relevant bankruptcy, insolvency, receivership or conservatorship law. (c) The sale, transfer, assignment and other conveyances of the Sold Assets contemplated by this Agreement and the assignment delivered by the Seller in the form attached hereto as Exhibit A (the “Lease Assets Assignment”) do not constitute and are not intended to result in the creation of or an assumption by ACOLT AFLT of any obligation of the Seller to the Lessees, Dealers, insurers or any other Person in connection with the Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any other agreement or instrument relating to any of them. (d) In consideration of ACOLTAFLT’s delivery of the Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to ACOLT AFLT the Lease Assets Assignment.