Common use of Sale of CEF Assets Clause in Contracts

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable Seller’s right, title and interest in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) the Related Security and any Collections and additional monies received under such Loans, unless related to amounts due in respect of the Loans prior to or on the Cut-off Date; (iii) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable Seller relating to any of the foregoing; (iv) all Receivable Files and Records with respect to any of the foregoing; and (v) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 2015-1 SUBI Certificate and the Series 2015-1 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to Loans.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable Seller’s right, title and interest in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) the Related Security and any Collections and additional monies received under such Loans, unless related to amounts due in respect of the Loans prior to or on the Cut-off Date; (iii) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable Seller relating to any of the foregoing; (iv) all Receivable Files and Records with respect to any of the foregoing; and (v) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 20152013-1 SUBI Certificate and the Series 20152013-1 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to Loans.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable Seller’s right, title and interest in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) the Related Security and any Collections and additional monies received under such Loans, unless related to amounts due in respect of the Loans prior to or on the Cut-off Date; (iii) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable Seller relating to any of the foregoing; (iv) all Receivable Files and Records with respect to any of the foregoing; and (v) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 20152014-1 SUBI Certificate and the Series 20152014-1 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to Loans.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the each Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the such Receivable Seller’s right, title and interest in (without duplication): (i) the Loans Receivables and all obligations of the Obligors thereunder, excluding amounts received thereunder (provided, that, with respect to any Split-Payment Stream Receivable, only the base rent component is included) prior to or on the Cut-off Date; (ii) the Equipment (including any Residuals) with respect to the Receivables that are Leases; (iii) all Related Security and any Collections and additional monies received under such LoansReceivables, Equipment and Related Security, unless related to amounts due in respect of the Loans Receivables prior to or on the Cut-off Date; (iiiiv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the any Receivable Seller relating to any of the foregoing; (ivv) all Receivable Files and Records with respect to any of the foregoing; and (vvi) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 20152014-1 1A SUBI Certificate and the Series 20152014-1 1A SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, Equipment the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the each Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to LoansReceivables.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the each Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the such Receivable Seller’s right, title and interest in (without duplication): (i) the Loans Receivables and all obligations of the Obligors thereunder, excluding amounts received thereunder (provided, that, with respect to any Split-Payment Stream Receivable, only the base rent component is included) prior to or on the Cut-off Date; (ii) the Equipment (including any Residuals) with respect to the Receivables that are Leases; (iii) all Related Security and any Collections and additional monies received under such LoansReceivables, Equipment and Related Security, unless related to amounts due in respect of the Loans Receivables prior to or on the Cut-off Date; (iiiiv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the any Receivable Seller relating to any of the foregoing; (ivv) all Receivable Files and Records with respect to any of the foregoing; and (vvi) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 20152013-1 1A SUBI Certificate and the Series 20152013-1 1A SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, Equipment the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the each Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to LoansReceivables.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable Seller’s right, title and interest in (without duplication): (i) the Loans and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) the Related Security and any Collections and additional monies received under such Loans, unless related to amounts due in respect of the Loans prior to or on the Cut-off Date; (iii) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable Seller relating to any of the foregoing; (iv) all Receivable Files and Records with respect to any of the foregoing; and (v) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 20152013-1 2 SUBI Certificate and the Series 20152013-1 2 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files related to Loans.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable each Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable such Seller’s right, title and interest in (without duplication): (i) the Loans [Loans] [Receivables], including the [Loan] [Receivable] Files, and all obligations of the Obligors thereunder, excluding amounts received thereunder prior including the right to payment of any interest accrued and to accrue on the [Loans] [Receivables] from and including the Cut-off Date or finance charges and other obligations of such Obligor with respect thereto due or to become due on or after the Cut-off Date; (ii) [the Related Security and Equipment (including any Residuals) with respect to the Receivables that are Leases;] (iii) any Collections and additional monies received under such [Loans] [Receivables, Equipment and Related Security], unless related to amounts due in respect of the Loans [Loans] [Receivables] prior to or on the Cut-off Date; (iiiiv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable each Seller relating to any of the foregoing; (ivv) all Receivable Files and Records with respect to any of the foregoing; and (vvi) all proceeds of the foregoing (all such assets, collectively, the “CEF Non-SUBI Assets”). Notwithstanding the foregoing, each Seller delegates to the Purchaser any remaining obligations of the Seller under any [Contract] [Loan or Lease, as applicable,] under which any of the [Loans] [Receivables] arose, and the Purchaser assumes such obligations. (b) Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 2015-1 SUBI Certificate and the Series 2015-1 SUBI including, but not limited to, all of the SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”). (c) On or before the Closing Date, each Seller shall (i) indicate in its records computer files that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) in the case of CEF Non-SUBI Assets, the Receivable Seller shall deliver to the Purchaser or its designee Receivable Files the following documents (collectively, the “[Loan] [Receivable] Files”): (i) the original fully executed copy of the [Loan] [Receivable] and related Contract; (ii) a record or facsimile of the original credit application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the Equipment; and (iv) any and all other material documents relating to Loansa [Loan] [Receivable], an Obligor or any of the Equipment.

Sale of CEF Assets. (a) Subject to the terms and conditions hereof the Receivable each [Receivable] Seller does hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein) all of the Receivable such [Receivable] Seller’s right, title and interest in (without duplication): (i) the Loans [Loans] [[Non-SUBI] Receivables] and all obligations of the Obligors thereunder, excluding amounts received thereunder prior to or on the Cut-off Date; (ii) [the Equipment (including any Residuals) with respect to the [Leases] [Non-SUBI Receivables];] (iii) the Related Security and any Collections and additional monies received under such [Loans] [[Non-SUBI] Receivables, Equipment and Related Security], unless related to amounts due in respect of the Loans [Loans] [Non-SUBI] Receivables] prior to or on the Cut-off Date; (iiiiv) all other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Receivable each [Receivable] Seller relating to any of the foregoing; (ivv) all Receivable [Loan] [Receivable] Files and Records with respect to any of the foregoing; and (vvi) all proceeds of the foregoing (all such assets, collectively, the “CEF [Non-SUBI SUBI] Assets”). (b) [Subject to the terms and conditions hereof, the SUBI Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser without recourse (subject to the obligations herein) all the SUBI Seller’s right, title and interest in and to the Series 2015-1 201[●]-[●] SUBI Certificate and the Series 2015-1 201[●]-[●] SUBI including, but not limited to, all the assets identified in Annex A of the Series 201[●]-[●] SUBI Seller’s beneficial interest rights in the Leases identified on Schedule II hereto, the related Equipment, the related Receivable Files Supplement and all Collections thereunder from but excluding the Cut-off Date, but excluding any Disposition Excess Date (collectively, the “CEF SUBI Assets,” and together with the CEF Non-SUBI Assets, the “CEF Assets”).] (c) On or before the Closing Date, [(i)] each Seller shall [(i) )] indicate in its records that the relevant CEF Assets have been sold to the Purchaser pursuant to this Agreement by so identifying such CEF Assets with an appropriate notation and (ii) [in the case of [CEF Non-SUBI Assets, the each Receivable Seller shall shall] deliver to the Purchaser or its designee Receivable Files the following documents (collectively, [for all the Receivables,] the “[Loan] [Receivable] Files”): (i) the original fully executed copy of the [Loan] [[Receivable] and related Contract; (ii) a record or facsimile of the original credit application, if obtained, fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the [related] Equipment; and (iv) any and all other material documents relating to Loansa [Loan] [Receivable], an Obligor or any of the [related] Equipment.