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Common use of Trust Assets Clause in Contracts

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the Trust shall acquire from time to time the following assets (the "Trust Assets"): (a) cash; (b) lease contracts (the "User Leases") of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd.", any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of VCI's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any User Lease or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due the lessor under the related User Lease in accordance with the terms of such User Lease; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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, 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.

Appears in 2 contracts

Samples: Trust Agreement (Volkswagen Public Auto Loan Securitization LLC), Trust Agreement (Volkswagen Auto Lease Underwritten Funding LLC)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the Trust shall acquire from time to time the following assets (the "Trust Assets"): (a) cash; (b) lease contracts (the "User Leases") of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd.", any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of VCI's ’s rights (but not its obligations) and all of the Trust's ’s rights, in each case with respect to any User Lease or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due the lessor under the related User Lease in accordance with the terms of such User Lease; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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, 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.

Appears in 2 contracts

Samples: Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC), Trust Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets (as contemplated by this Agreement and the "Trust Assets"): Servicing Agreement: (a) cash; ; (b) lease contracts (such lease contracts, the "User Leases") of automobiles and other vehiclesVehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto security therefore; (c) Vehicles that are or were subject to a Lease (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) including the residual values of the Leased Vehicles to be realized through the exercise by End Users lessees of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, parties and payments received from any other Person, either directly or through a Servicer, with respect to the residual value Leased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-In-Advance Vehicles" and, together with the Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Leased Paid-In-Advance Vehicles and payments received from the related lessees or payments under any residual value insurance policy and other Persons, either directly or through the Servicer, with respect to such Paid-In-Advance Vehicles; (iie) each certificate of title or other evidence of ownership of a Leased Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each such Leased Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, reflect as the owner of such Leased Vehicle, Trust Vehicle "VW Credit Leasing, Ltd.X.X. Xxxxxxxx Trust", the name of any trustee of the Trust Trustee or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); ; (df) all of VCIthe lessor's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any User Lease or Leased Trust Vehicle, including, without limitation, ; (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (eg) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damagedamage or personal liability insurance, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary or any Affiliate of the Initial Beneficiary, VCIthe Servicer under the Servicing Agreement, any End User Obligor under any Lease or any Affiliate of any such Person Obligor to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Trust Vehicle (collectively, "Insurance Policies"); ; (fh) receivables (the "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any Security Deposit other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all proceeds thereof, which Fleet Receivables are acquired by the extent due the lessor under the related User Lease in accordance with Initial Beneficiary from time to time pursuant to the terms of such User Leasethe Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); and (gi) all of the Initial Beneficiary's rights (but not its obligations) under the Receivables Purchase Agreement, the Contribution Agreement and the Asset Sale Agreement; and (j) all proceeds of any of the foregoing. The foregoing assets, includingtogether with the Trust's rights under the Receivables Purchase Agreement and the Contribution Agreement, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingsame, including all proceeds of are collectively referred to herein as the conversion, 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, 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"Trust Assets".

Appears in 1 contract

Samples: Origination Trust Agreement (Fah Co Inc)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the The Trust shall may acquire from time to time the following assets (the "Trust Assets"): (a) cash; (b) lease contracts (the "User Leases") of automobiles and Vehicles, Vehicles that are the subject of User Leases, other vehiclesequipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles")Assets”) and any and all amounts payable under any User Lease, which User Leases are or were originated by VCIincluding, a dealer without limitation, payments under any TRAC (such dealers being referred to herein as "Dealers"terminal rental adjustment clause) or directly provisions, monthly rental, interim financing and interim interest, and reimbursement for payments made by the TrustTrust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd."“GE CF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of VCI's rights (but not its obligations) and all of the Trust's rights, in each case ’s rights with respect to any User Lease or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all dealer vendor repurchase obligations, if any, relating to any User Lease or Leased Vehicle Asset arising under any agreements with any Dealer Vendor ("Dealer “Vendor Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, disability or credit life or unemployment insurance maintained by the Initial UTI Beneficiary, VCIGE Capital, CPLC, GECB, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle Asset (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid propertyproperty (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, 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.

Appears in 1 contract

Samples: Trust Agreement (GECB Equipment Funding, LLC)

Trust Assets. Pursuant to this Agreement and the Servicing AgreementAgreements, the Trust shall acquire in its capacity as nominee from time to time the following assets (the "Trust Assets"):) as specified by the Beneficiary or as contemplated by any ------------ Servicing Agreement: (a) cash; cash capital; (b) retail lease contracts (such lease contracts, the "User Leases") of automobiles and other sports utility vehicles, together ------ with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, additions and parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles"), ) which User Leases are or were originated --------------- by VCI, a dealer vehicle dealers (such dealers being referred to herein as "Dealers") or directly by the Trust; ------- pursuant to dealer agreements ("Dealer Agreements") entered into with BMW and ----------------- all proceeds thereof; (c) the Leased Vehicles and all proceeds thereof, including, without limitation including (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users lessees of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, Servicer with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy described below in clause (e) and (ii) each certificate of title or other ---------- evidence of ownership of a Leased Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, -------------------- reflect as the owner of such Leased VehicleVehicle "Financial Services Vehicle Trust, as nominee and agent", "VW Credit LeasingBMW Facility Partners, Ltd."Inc., any trustee of the Trust as Nominee" or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); ; (d) all ------------------- of VCIBMW's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any User Lease or Leased Vehicle, including, including without limitation, (i) limitation the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; Agreement; (e) any insurance policy and rights thereunder or proceeds therefrom, including, including without limitation, limitation any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCIBMW, any End User obligor under any Lease or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User lessee under any Lease to make required payments with respect to the related User Lease or related Leased Vehicle Vehicles (collectively, "Insurance Policies"); ; (f) any Security Deposit ------------------ security deposit with respect to a Lease to the extent due the lessor under the related User Lease in accordance with the terms of such User the Lease; and and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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, 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.

Appears in 1 contract

Samples: Trust Agreement (BMW Manufacturing Lp)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the The Trust shall acquire acquire, either directly or through an assignment, from time to time the following assets (the "Trust Assets"): (a) cash; (b) lease contracts (the "User Leases") of automobiles and Vehicles, Vehicles that are the subject of User Leases other vehiclesequipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles")Assets”) and any and all amounts payable under any User Lease, which User Leases are or were originated by VCIincluding, a dealer (such dealers being referred to herein as "Dealers") or directly without limitation, monthly rental, interim financing and interim interest, and reimbursement for payments made by the TrustTrust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses; (c) Leased Vehicles Assets and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles Assets to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles Assets to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Servicer, with respect to the residual value of the Leased Vehicles Assets or payments under any residual value insurance policy and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd."“GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of VCI's rights (but not its obligations) and all of the Trust's rights, in each case ’s rights with respect to any User Lease or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all dealer vendor repurchase obligations, if any, relating to any User Lease or Leased Vehicle Asset arising under any agreements with any Dealer Vendor ("Dealer “Vendor Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCIGE Title, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle Asset (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, 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, 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.

Appears in 1 contract

Samples: Trust Agreement (Cef Equipment Holding LLC)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the The Trust shall may acquire from time to time the following assets (the "Trust Assets"): (a) cash; (b) lease contracts (the "User Leases") of automobiles and Vehicles, Vehicles that are the subject of User Leases, other vehiclesequipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles")Assets”) and any and all amounts payable under any User Lease, which User Leases are or were originated by VCIincluding, a dealer without limitation, payments under any TRAC (such dealers being referred to herein as "Dealers"terminal rental adjustment clause) or directly provisions, monthly rental, interim financing and interim interest, and reimbursement for payments made by the TrustTrust under the User Lease for obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by End Users of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, payments received from any other Person, either directly or through a Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, "VW Credit Leasing, Ltd."“GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of VCI's rights (but not its obligations) and all of the Trust's rights, in each case ’s rights with respect to any User Lease or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all dealer vendor repurchase obligations, if any, relating to any User Lease or Leased Vehicle Asset arising under any agreements with any Dealer Vendor ("Dealer “Vendor Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, disability or credit life or unemployment insurance maintained by the Initial UTI Beneficiary, VCIGE Title, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle Asset (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due to the lessor under the related User Lease in accordance with the terms of such User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid propertyproperty (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, 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.

Appears in 1 contract

Samples: Trust Agreement (GE TF Trust)

Trust Assets. Pursuant to this Agreement and the Servicing Agreement, the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets (as contemplated by this Agreement and the "Trust Assets"): Servicing Agreement: (a) cash; ; (b) lease contracts (such lease contracts, the "User Leases") of automobiles and other vehiclesVehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto security therefore; (c) Vehicles that are or were subject to a Lease (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) including the residual values of the Leased Vehicles to be realized through the exercise by End Users lessees of any purchase options under the User Leases, the proceeds of sale of the Leased Vehicles to third parties, parties and payments received from any other Person, either directly or through a Servicer, with respect to the residual value Leased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-In-Advance Vehicles" and, together with the Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Leased Paid-In-Advance Vehicles and payments received from the related lessees or payments under any residual value insurance policy and other Persons, either directly or through the Servicer, with respect to such Paid-In-Advance Vehicles; (iie) each certificate of title or other evidence of ownership of a Leased Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each such Leased Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, reflect as the owner of such Leased Vehicle, Trust Vehicle "VW Credit Leasing, Ltd.D.L. Peterson Trust", the name of any trustee of the Trust Trustee or such other similar designation similax xxxxxxxxxxx as may be acceptable to any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); ; (df) all of VCIthe lessor's rights (but not its obligations) and all of the Trust's rights, in each case with respect to any User Lease or Leased Trust Vehicle, including, without limitation, ; (i) the right to proceeds arising from all dealer repurchase obligations, if any, relating to any User Lease or Leased Vehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any User Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such User Lease; (eg) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damagedamage or personal liability insurance, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary or any Affiliate of the Initial Beneficiary, VCIthe Servicer under the Servicing Agreement, any End User Obligor under any Lease or any Affiliate of any such Person Obligor to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Trust Vehicle (collectively, "Insurance Policies"); ; (fh) receivables (the "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any Security Deposit other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all proceeds thereof, which Fleet Receivables are acquired by the extent due the lessor under the related User Lease in accordance with Initial Beneficiary from time to time pursuant to the terms of such User Leasethe Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); and (gi) all of the Initial Beneficiary's rights (but not its obligations) under the Receivables Purchase Agreement, the Contribution Agreement and the Asset Sale Agreement; and (j) all proceeds of any of the foregoing. The foregoing assets, includingtogether with the Trust's rights under the Receivables Purchase Agreement and the Contribution Agreement, without limitation, all present and future claims, demands, causes of and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingsame, including all proceeds of are collectively referred to herein as the conversion, 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, 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"Trust Assets".

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Samples: Origination Trust Agreement (Greyhound Funding LLC)