Common use of CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL OTHER CONVEYED PROPERTY Clause in Contracts

CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL OTHER CONVEYED PROPERTY. Subject to the terms and conditions of this Agreement, AFL hereby sells, transfers, assigns, and otherwise conveys to ARFC without recourse (but without limitation of its obligations in this Agreement), and ARFC hereby purchases, all right, title and interest of AFL in and to the Initial Receivables and the Initial Other Conveyed Property. AFL and ARFC acknowledge that certain of the Initial Receivables and Initial Other Conveyed Property have previously been sold, transferred, assigned and conveyed to ARFC pursuant to the Telluride Purchase Agreement, and AFL hereby confirms such prior sale, transfer, assignment and conveyance. It is the intention of AFL and ARFC that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from AFL to ARFC, conveying good title thereto free and clear of any Liens, and the Initial Receivables and the Initial Other Conveyed Property shall not be part of AFL's estate in the event of the filing of a bankruptcy petition by or against AFL under any bankruptcy or similar law.

CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL OTHER CONVEYED PROPERTY. Subject to the terms and conditions of this Agreement, AFL OFL hereby sells, transfers, assigns, and otherwise conveys to ARFC ORFC without recourse (but without limitation of its obligations in this Agreement), and ARFC ORFC hereby purchases, all right, title and interest of AFL OFL in and to the Initial Receivables and the Initial Other Conveyed Property. AFL OFL and ARFC ORFC acknowledge that certain of the Initial Receivables and Initial Other Conveyed Property have previously been sold, transferred, assigned and conveyed to ARFC ORFC pursuant to the Telluride Purchase Agreement, and AFL OFL hereby confirms such prior sale, transfer, assignment and conveyance. It is the intention of AFL OFL and ARFC ORFC that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from AFL OFL to ARFCORFC, conveying good title thereto free and clear of any Liens, and the Initial Receivables and the Initial Other Conveyed Property shall not be part of AFLOFL's estate in the event of the filing of a bankruptcy petition by or against AFL OFL under any bankruptcy or similar law.

CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL OTHER CONVEYED PROPERTY. (a) Subject to the terms and conditions of this Agreement, AFL Seller hereby sells, transfers, assigns, and otherwise conveys to ARFC Purchaser without recourse (but without limitation of its obligations in this Agreement), and ARFC Purchaser hereby purchases, all right, title and interest of AFL Seller in and to the Initial Receivables and the Initial Other Conveyed Property. AFL and ARFC acknowledge that certain of the Initial Receivables and Initial Other Conveyed Property have previously been sold, transferred, assigned and conveyed to ARFC pursuant to the Telluride Purchase Agreement, and AFL hereby confirms such prior sale, transfer, assignment and conveyance. It is the intention of AFL Seller and ARFC Purchaser that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Initial Receivables and the Initial Other Conveyed Property from AFL Seller to ARFCPurchaser, conveying good title thereto free and clear of any Liensliens, and the beneficial interest in and title to the Initial Receivables and the Initial Other Conveyed Property shall not be part of AFL's Seller’s estate in the event of the filing of a bankruptcy petition by or against AFL Seller under any bankruptcy or similar law. (b) Simultaneously with the conveyance of the Initial Receivables and the Initial Other Conveyed Property to Purchaser, Purchaser has paid or caused to be paid to or upon the order of Seller an amount equal to the book value of the Initial Receivables sold by Seller, as set forth on the books and records of Seller, by wire transfer of immediately available funds and the remainder as a contribution to the capital of the Purchaser (a wholly-owned subsidiary of Seller).