Nature of Transfer Clause Samples

Nature of Transfer. To the extent that the transfer of the Trust Estate from the Transferor to the Trustee is deemed to be a secured financing, the Transferor shall be deemed hereunder to have granted to the Trustee, and the Transferor does hereby grant to the Trustee, a security interest in all of the Transferor's right, title and interest in, to and under the Trust Estate, whether now owned or hereafter acquired. For purposes of such grant, this Agreement shall constitute a security agreement under applicable law.

Nature of Transfer. (a) In the event that the transfer of the Lease Assets from the Company to the Transferor is deemed to be a secured financing, the Company shall be deemed hereunder to have conveyed to the Transferor, and the Company does hereby convey to the Transferor, a security interest in all of the Company's right, title and interest in, to and under the Lease Assets, whether now owned or hereafter acquired. For purposes of such conveyance, this Lease Acquisition Agreement shall constitute a security agreement under applicable law. (b) In the event that the transfer contemplated by this Lease Acquisition Agreement is deemed for any reason to be less than a transfer of complete legal title of all of the Company's right, title and interest in, to and under the Lease Assets, the parties hereto intend that this Lease Acquisition Agreement operate to transfer all of the Company's equitable interests in, to and under the Lease Assets to the Transferor.

Nature of Transfer. (a) The transfers of Loan Assets by the Company to the Depositor pursuant to this Agreement are intended to be absolute assignments of all of the Company's right, title and interest in, to and under such Loan Assets, without recourse (except as provided in Sections 2.06, 3.03 and 3.04), for all purposes. (b) If the transfer of any or all of the Loan Assets from the Company to the Depositor is deemed for any reason to be a secured financing, then the Company shall be deemed hereunder to have granted to the Depositor, and the Company does hereby grant to the Depositor, a first priority security interest in all of the Loan Assets. For purposes of such grant, this Agreement shall constitute a security agreement under applicable law. (c) If the transfer contemplated by this Agreement is deemed for any reason to be less than a transfer of complete legal title of all of the Loan Assets, the parties hereto nevertheless intend that this Agreement operate to transfer all of the Loan Assets to the Depositor.

Nature of Transfer. 31 ARTICLE FOUR FUNDINGS

Nature of Transfer. In the event that the transfer of the Trust Estate is deemed to be a secured financing, the Issuer shall be deemed hereunder to have Granted to the Indenture Trustee and the Issuer does hereby Grant to the Indenture Trustee, for the ratable benefit of the Noteholders and MBIA, a security interest in all of the Issuer's right, title and interest in, to and under the Lease Contracts, the Lease Receivables, the Equipment and the other assets in the Trust Estate, whether now owned or hereafter acquired. For purposes of such Grant, the Indenture shall constitute a security agreement under applicable law.

Nature of Transfer. The agreement of Bank One to transfer interest payments and Early Payment Fees to the Company under the Interest Transfer Agreement is not intended to and does not constitute a sale or assignment of Bank One’s rights to receive such interest payments and Early Payment Fees under the Notes. The Company will acquire no interest in, and will have no rights to enforce any Note, Pledge Agreement or other Loan Documents against the applicable Borrower unless and until Bank One is paid in full thereunder, at which time Bank One will sell or assign its rights against such Borrower under the Loan Documents (excluding the Pledge Agreement of such Borrower) to the Company. The amounts paid by the Company pursuant to Section 2.1 are nonrefundable. The Company assumes all the risk of non-payment by the Borrowers and shall have no recourse against Bank One if any Borrower fails to pay interest or Early Termination Fees for any reason.

Nature of Transfer. In the event that the transfer of the Lease Assets from the Company to the Issuer is deemed to be a secured financing, the Company shall be deemed hereunder to have Granted to the Issuer, and the Company does hereby Grant to the Issuer, a security interest in all of the Company's right, title and interest in, to and under the Lease Assets, whether now owned or hereafter acquired. For purposes of such Grant, the Lease Acquisition Agreement shall constitute a security agreement under applicable law.

Nature of Transfer. (a) The transfers, assignments and contributions of Lease Assets from LFG to LFC VI hereunder are intended to be absolute assignments constituting a "true sale" for bankruptcy law purposes of all of the LFG's right title and interest in, to and under such Lease Assets, without recourse (except as otherwise provided herein), for all purposes. (b) In the event that the transfer of the Lease Assets from LFG to LFC VI is deemed to be a secured financing, LFG shall be deemed hereunder to have Granted to LFC VI, and LFG does hereby Grant to LFC VI, a security interest in all of LFG's right, title and interest in, to and under the Lease Assets, whether now owned or hereafter acquired. For purposes of such Grant, this Agreement shall constitute a security agreement under applicable law. (c) The transfers and assignments of Lease Assets from LFG to LFC VI hereunder do not constitute and are not intended to result in the creation or an assumption by LFC VI of any obligations of LFG under, or in connection with, any of the Lease Assets, or any agreement or instrument relating thereto, including, without limitation, (a) any obligation to any Obligor, (a) any taxes, fees or other charges imposed by any governmental authority or (c) any insurance premiums which accrued with respect to any of the Lease Assets at the time such Lease Asset is conveyed hereunder.

Nature of Transfer. The Sale Shares are being transferred to Purchaser as a sale.