Common use of Purchase of Lease Assets Clause in Contracts

Purchase of Lease Assets. (a) Seller shall, from time to time after the Closing Date, offer to sell, transfer, assign, set-over and otherwise convey to Buyer, without recourse except as expressly provided herein or, if applicable, in the related Assignment, all right, title and interest of Seller in, to and under certain Eligible Leases (it being understood that Seller shall offer to sell, transfer, assign, set-over and otherwise convey an Eligible Lease to Buyer (i) if such Lease contained as of the Closing Date a prohibition against such conveyance, within thirty (30) days after Seller receives from the related Obligor a signed consent letter with respect to such Lease substantially in the form of Exhibit E to this Agreement and (ii) in all other cases, within thirty (30) days after the later of the Closing Date and the date on which such Lease was originated). Seller shall, in connection with each such offer, provide to Buyer (or provide Buyer with access to) such information with respect to such Leases or the related Obligors as Buyer may reasonably request. (b) Buyer shall, in each case within thirty (30) days after such offer, accept any offer made by Seller pursuant to Section 2.1(a); provided, however, that Buyer shall only be obligated to accept such offer to the extent that (i) the Leases subject to such offer are (A) listed on Schedule A to this Agreement and are Eligible Leases as the date of such acceptance (it being understood that the Leases listed on Schedule A to this Agreement include all of the Encumbered Leases as of the Closing Date and certain Unencumbered Leases acceptable to Buyer as of the Closing Date) or (B) otherwise approved by Buyer in its absolute and sole discretion, (ii) Seller and Buyer agree on the related Purchase Price and (iii) such offer is made before December 31, 2008. For purposes of clause (ii) above, Buyer and Seller agree that, in general, the aggregate Purchase Price with respect to the Purchased Leases identified in any Assignment will be calculated as if (i) the Discount Rate for each Unencumbered Lease identified in such Assignment equaled 65% of the sum of (A) the interest rate swap rate for the term closest to (but not shorter than) the remaining average life of the Unencumbered Leases identified in such Assignment as published in the Federal Reserve Statistical Release H.15 Daily Update on the second Business Day preceding the related Purchase Date (or on such other date as may be agreed to by Seller and Buyer) plus (B) the Applicable Spread as of such Purchase Date and (ii) the Discount Rate for each Encumbered Lease identified in such Assignment equaled 82.9% of the interest rate applicable as of such Purchase Date to the Advance (as defined in the Loan Agreement) with respect to which such Encumbered Lease has been pledged as collateral (it being understood that a different Discount Rate may be used for each Purchased Lease identified in such Assignment to address certain federal tax concerns). (c) Buyer shall notify Seller in writing of each offer accepted pursuant to Section 2.1(b). Each notice of acceptance shall include (i) a list of the Leases to be purchased (specifying for each such Lease the name of the related Obligor and the related lease term), (ii) the related Purchase Date, (iii) the estimated Purchase Price (it being understood that the final Purchase Price will be calculated as of the related Purchase Date) and (iv) in the case of each Encumbered Lease, the estimated Release Price (it being understood that the final Release Price will be calculated as of the related Purchase Date). Buyer and Seller shall, except as otherwise specifically set forth in this Agreement, promptly close each offer accepted pursuant to Section 2.1(b). Except as otherwise specifically set forth in this Agreement, a sale of Purchased Assets pursuant to this Agreement shall not constitute and is not intended to result in an assumption by Buyer of any obligation of Seller or any other Person, including, without limitation, any obligation arising under or in connection with the related Purchased Leases or any other Purchased Assets (it being understood that Buyer shall acquire and be solely responsible for exercising the Servicing Rights).

Purchase of Lease Assets. (a) Seller shall, from time to time after the Closing Date, offer to sell, transfer, assign, set-over and otherwise convey to Buyer, without recourse except as expressly provided herein or, if applicable, in the related Assignment, all right, title and interest of Seller in, to and under certain Eligible Leases (it being understood that Seller shall offer to sell, transfer, assign, set-over and otherwise convey an Eligible Lease to Buyer (i) if such Lease contained as of the Closing Date a prohibition against such conveyance, within thirty (30) days after Seller receives from the related Obligor a signed consent letter with respect to such Lease substantially in the form of Exhibit E to this Agreement and (ii) in all other cases, within thirty (30) days after the later of the Closing Date and the date on which such Lease was originated); provided, however, that all obligations of Seller under this Section 2.1(a) shall terminate automatically on the Sale Date (it being understood that this Section 2.1(a) shall cease to be effective on the Sale Date and that Buyer may not seek to enforce this Section 2.1(a) against Seller on or after the Sale Date). Seller shall, in connection with each such offer, provide to Buyer (or provide Buyer with access to) such information with respect to such Leases or the related Obligors as Buyer may reasonably request. (b) Buyer shall, in each case within thirty (30) days after such offer, accept any offer made by Seller pursuant to Section 2.1(a); provided, however, that Buyer shall only be obligated to accept such offer to the extent that (i) the Leases subject to such offer are (A) listed on Schedule A to this Agreement and are Eligible Leases as the date of such acceptance (it being understood that the Leases listed on Schedule A to this Agreement include all of the Encumbered Leases as of the Closing Date and certain Unencumbered Leases acceptable to Buyer as of the Closing Date) or (B) otherwise approved by Buyer in its absolute and sole discretion, (ii) Seller and Buyer agree on the related Purchase Price and Price, (iii) such offer is made before December 31, 20082008 and (iv) the Sale Date has not occurred. For purposes of clause (ii) above, Buyer and Seller agree that, in general, the aggregate Purchase Price with respect to the Purchased Leases identified in any Assignment will be calculated as if (i) the Discount Rate for each Unencumbered Lease identified in such Assignment equaled 65% of the sum of (A) the interest rate swap rate for the term closest to (but not shorter than) the remaining average life of the Unencumbered Leases identified in such Assignment as published in the Federal Reserve Statistical Release H.15 Daily Update on the second Business Day preceding the related Purchase Date (or on such other date as may be agreed to by Seller and Buyer) plus (B) the Applicable Spread as of such Purchase Date and (ii) the Discount Rate for each Encumbered Lease identified in such Assignment equaled 82.980.6% of the interest rate applicable as of such Purchase Date to the Advance (as defined in the Loan Agreement) with respect to which such Encumbered Lease has been pledged as collateral (it being understood that a different Discount Rate may be used for each Purchased Lease identified in such Assignment to address certain federal tax concerns). (c) Buyer shall notify Seller in writing of each offer accepted pursuant to Section 2.1(b). Each notice of acceptance shall include (i) a list of the Leases to be purchased (specifying for each such Lease the name of the related Obligor and the related lease term), (ii) the related Purchase Date, (iii) the estimated Purchase Price (it being understood that the final Purchase Price will be calculated as of the related Purchase Date) and (iv) in the case of each Encumbered Lease, the estimated Release Price (it being understood that the final Release Price will be calculated as of the related Purchase Date). Buyer and Seller shall, except as otherwise specifically set forth in this Agreement, promptly close each offer accepted pursuant to Section 2.1(b). Except as otherwise specifically set forth in this Agreement, a sale of Purchased Assets pursuant to this Agreement shall not constitute and is not intended to result in an assumption by Buyer of any obligation of Seller or any other Person, including, without limitation, any obligation arising under or in connection with the related Purchased Leases or any other Purchased Assets (it being understood that Buyer shall acquire and be solely responsible for exercising the Servicing Rights). (d) Seller and Buyer may agree to sell and purchase Leases pursuant to this Agreement on or after the Sale Date; provided, however, that no such sale and purchase shall be effective unless it has been approved in writing by Federal Signal.