Common use of TRANSFER OF SUBSTITUTE CONTRACTS Clause in Contracts

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 of the Transfer and Servicing Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, in consideration of the Issuer's (x) payment of $_________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests in: (i) the Substitute Contracts identified in the related Addition Notice, and all monies received in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Equipment related to such Contracts, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. It is the intention of the Originator and the Issuer that the transfer contemplated by this Agreement shall constitute a sale of the Substitute Contracts from the Originator to the Issuer, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 of the Transfer Sale and Servicing Agreement and this Agreement, the Originator Originators hereby sellssell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the IssuerTrust Depositor, in consideration of the IssuerTrust Depositor's (x) payment of $__________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Addition Event (if applicable) or (y) release and redelivery to the original applicable Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests in:, (i) the Substitute Contracts identified in the related Addition Notice, and all monies received due or to become due in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the related Cutoff Date and any Excluded Amounts; (ii) the Equipment related to such ContractsContracts and, in the case of any Vendor Loan, related Applicable Security, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Program Agreements or Vendor Assignments Agreements with the Originatorrelated Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing; PROVIDED, that such Contract Assets shall in no case include any Residual Investment. It is the intention of the Originator Originators and the Issuer Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Substitute Contracts from the Originator to the IssuerTrust Depositor, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the applicable Originator's estate in the event of the filing of a bankruptcy petition by or against the a Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 of the Transfer and Servicing Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the IssuerTrust Depositor, in consideration of the IssuerTrust Depositor's (x) payment of $_________ $ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests in: (i) the Substitute Contracts identified in the related Addition Notice, and all monies received in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Equipment related to such Contracts, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. It is the intention of the Originator and the Issuer that the transfer contemplated by this Agreement shall constitute a sale of the Substitute Contracts from the Originator to the Issuer, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 of the Transfer and Servicing Agreement and this Agreement, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the IssuerTrust Depositor, in consideration of the IssuerTrust Depositor's (x) payment of $_________ $ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests in: (i) the Substitute Contracts identified in the related Addition Notice, and all monies received in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Equipment related to such Contracts, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. It is the intention of the Originator and the Issuer Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Substitute Contracts from the Originator to the IssuerTrust Depositor, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 2.04(c) of the Transfer Sale and Servicing Agreement and this Agreement, the Originator Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, in consideration of the Issuer's (x) payment of $_________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests inTrust: (i) the Substitute Contracts identified in the related Addition Notice, and all monies received due or to become due in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the related Cutoff Date and any Excluded Amounts; (ii) the Equipment related to such ContractsContracts and, in the case of any Vendor Loan, related Applicable Security, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Program Agreements or Vendor Assignments Agreements with the Originatorrelated Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all Insurance Proceeds with respect to each such Contract; (vi) all rights (but not the obligations) of the Trust Depositor under the Sale and Servicing Agreement related to such Contracts (to the extent not already conveyed under Section 2.01(b) of the Sale and Servicing Agreement), as well as all rights, but not the obligations, of the Trust Depositor under the Subsequent Purchase Agreement related to such Contracts; and (vivii) all income from and proceeds of the foregoing; PROVIDED, that such Contract Assets shall in no case include any Residual Investment. It is the intention of the Originator Trust Depositor and the Issuer Owner Trustee that the transfer contemplated by this Agreement shall constitute a an absolute assignment and sale of the Substitute Contracts from the Originator Trust Depositor to the IssuerTrust, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 2.04(b) of the Transfer and Servicing Agreement and this Agreement, the Originator Trust Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, in consideration of the Issuer's (x) payment of $_________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Event (if applicable) or (y) release and redelivery to the Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), Trust all of the OriginatorTrust Depositor's rights, title and interests interest in: (i) the Substitute Contracts identified in the related Addition Notice, and all monies received in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Excluded Amounts; (ii) the Equipment related to such Contracts, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Vendor Assignments with the Originator; (v) all Insurance Proceeds with respect to each such Contract; (vi) all rights (but not the obligations) of the Trust Depositor under the Transfer and Servicing Agreement related to such Contracts (to the extent not already conveyed under Section 2.01(b) of the Transfer and Servicing Agreement), as well as all rights, but not the obligations, of the Trust Depositor under the Subsequent Purchase Agreement related to such Contracts; and (vivii) all income from and proceeds of the foregoing. It is the intention of the Originator Trust Depositor and the Issuer Owner Trustee that the transfer contemplated 126 by this Agreement shall constitute a an absolute assignment and sale of the Substitute Contracts from the Originator Trust Depositor to the IssuerTrust, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the Originator's estate in the event of the filing of a bankruptcy petition by or against the Originator under any bankruptcy or similar law.

TRANSFER OF SUBSTITUTE CONTRACTS. Subject to and upon the terms and conditions set forth in Section 2.04 of the Transfer Sale and Servicing Agreement and this Agreement, the Originator Originators hereby sellssell, transferstransfer, assignsassign, sets set over and otherwise conveys convey to the IssuerTrust Depositor, in consideration of the IssuerTrust Depositor's (x) payment of $__________ as the purchase price therefor, representing the prepayment proceeds received with respect to the related Substitution Addition Event (if applicable) or (y) release and redelivery to the original applicable Originator of the related Contract Assets with respect to which a Substitution Event has occurred (if applicable), all of the Originator's rights, title and interests in:, (i) the Substitute Contracts identified in the related Addition Notice, and all monies received due or to become due in payment of such Contracts on and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any payments in respect of a casualty or early termination, and any Recoveries received with respect thereto, but excluding any Scheduled Payments due prior to the related Cutoff Date and any Excluded Amounts; (ii) the Equipment related to such ContractsContracts and, in the case of any Vendor Loan, related Applicable Security, including all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts); (iii) the Contract Files; (iv) all payments made or to be made in the future with respect to such Contracts or the Obligor thereunder under any Program Agreements or Vendor Assignments Agreements with the Originatorrelated Originator and under any guarantee or similar credit enhancement with respect to such Contracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing; provided, that such Contract Assets shall in no case include any Residual Investment. It is the intention of the Originator Originators and the Issuer Trust Depositor that the transfer contemplated by this Agreement shall constitute a sale of the Substitute Contracts from the Originator to the IssuerTrust Depositor, conveying good title thereto free and clear of any Liens, and that the Substitute Contracts shall not be part of the applicable Originator's estate in the event of the filing of a bankruptcy petition by or against the a Originator under any bankruptcy or similar law.