Conveyance of Contracts and Related Assets. (a) Each of the Sellers hereby subscribes to purchase one share of common stock of Antigua, of the Class specified below, in consideration for the amount of capital to be contributed by such Seller, all as specified below: Leasing Services: $146,937,856 Class 1997-1-A Credit Corp.: $274,460,716 Class 1997-1-B NCR Credit: $ 1,452,279 Class ▇▇▇▇-▇-▇ ▇▇▇▇▇▇▇ agrees that the capital to be contributed by any Seller may take the form of assets. (b) In satisfaction of its subscription agreement in Section 2.1(a) plus additional cash to be received from Antigua, each of the Sellers hereby sells, transfers, assigns, and otherwise conveys to Antigua, without recourse (but without limitation of its obligations in this Agreement), and Antigua hereby acquires, all right, title and interest, including security interests, whether now owned or hereafter acquired, of each of the Sellers in and to the following: (i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date, including but not limited to (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments, (3) Liquidation Proceeds, (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees,
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Conveyance of Contracts and Related Assets. (a) Each of the Sellers hereby subscribes to purchase one share of common stock of Antigua, of the Class specified below, in consideration for the amount of capital to be contributed by such Seller, all as specified below: Leasing Services: $146,937,856 415,250,177.24 Class 19971998-12-A Credit Corp.: $274,460,716 787,466,762.23 Class 19971998-12-B NCR CreditCFC: $ 1,452,279 $140,152,286.24 Class ▇▇▇▇-▇-▇ ▇▇▇▇▇▇▇ agrees that the capital to be contributed by any Seller may take the form of assets.
(b) In satisfaction of its subscription agreement in Section 2.1(a) plus additional cash to be received from Antigua, each of the Sellers hereby sells, transfers, assigns, and otherwise conveys to Antigua, without recourse (but without limitation of its obligations in this Agreement), and Antigua hereby acquires, all right, title and interest, including security interests, whether now owned or hereafter acquired, of each of the Sellers in and to the following:
(i) the Contracts, including, without limitation, (A) all monies at any time paid or payable thereon or in respect thereof from and after the Cut-Off Date, including but not limited to (1) Scheduled Payments (including those Scheduled Payments due prior to, but not received as of, the Cut-Off Date, but excluding those Scheduled Payments due on or after, but received prior to, the Cut-Off Date), (2) Prepayments, (3) Liquidation Proceeds, (4) Extension Fees, (5) payments to be applied by the Servicer to the payment of insurance charges, maintenance, taxes or other similar obligations, and (6) payments to be retained by the Servicer in payment of Administrative Fees,, (B) all security interests of the lessor or secured party, as the case may be, in the related Equipment and all present or future leases and other contracts relating to the Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the Equipment or any use thereof or from any such lease or other contract, (C) all rights of the lessor or secured party, as the case may be, in all Insurance Policies and all other security for the payment of amounts due under the Contracts (including all rights, if any, the lessor or the secured party may have against vendors and other third parties for payments of such amounts), (D) all items contained in the related Contract Files and any and all other documents that are kept on file in accordance with the applicable Seller's customary procedures relating to the Contracts, and (E) any and all proceeds of any and all of the foregoing; and
(ii) the Leased Equipment and all proceeds thereof, including in any event and without limitation, all present and future leases and other contracts relating to the Leased Equipment and all revenues, payments, rights to payment, profits, accounts, chattel paper, products and contract rights arising from or related to the Lesed Equipment or any use thereof or from any such lease or other contract, and any and all proceeds of any and all of the foregoing.
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