Common use of TRANSFER OF CONTRACT ASSETS Clause in Contracts

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, for a purchase 30 36 price consisting of $234,150,532.17 in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the security interest of the Originator in such Equipment and 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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreements; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the remittances, deposits and payments made into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets are referred to as the "Conveyed Assets"). (c) The Originator and the Issuer acknowledge that the representations and warranties of the Originator in Sections 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee and the Noteholders and the Indenture Trustee may enforce directly, without joinder of the Issuer, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer intend and agree that (i) the transfer of the Contract Assets to the Issuer are intended to be a sale, conveyance and transfer of ownership of the Conveyed Assets rather than the mere granting of a security interest to secure a borrowing and

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, for a purchase 30 36 price consisting of $234,150,532.17 246,667,926 in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the security interest of the Originator in such Equipment and 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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreements; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the remittances, deposits and payments made into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets are referred to as the "Conveyed Assets"). (c) The Originator and the Issuer acknowledge that the representations and warranties of the Originator in Sections 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee and the Noteholders and the Indenture Trustee may enforce directly, without joinder of the Issuer, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer intend and agree that (i) the transfer of the Contract Assets to the Issuer are intended to be a sale, conveyance and transfer of ownership of the Conveyed Assets rather than the mere granting of a security interest to secure a borrowing andand (ii) such Conveyed Assets shall not be part of the Originator's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Issuer a perfected first priority security interest in such Conveyed Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Notes, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If any such transfer of the Contract Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Issuer may, to secure the Issuer's own borrowing under the Indenture (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (1) all or a portion of the Contract Assets pledged to the Issuer by the Originator and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment, and (2) all proceeds thereof. Such repledge and reassignment may be made by the Issuer with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement.

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the IssuerTrust Depositor, for a purchase 30 36 price consisting of $234,150,532.17 $ in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the related security interest of granted by the Originator in Obligor under such Equipment Contracts and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts)) and Related Security; (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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreementsContracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer Trust Depositor the remittances, deposits and payments to be made by the Originator pursuant to the Transfer and Servicing Agreement into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets will constitute the corpus of the Trust and are referred to as the "Conveyed Trust Assets"). (c) The Originator and the Issuer Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee Trust and the Noteholders Trustees and the Indenture Trustee Trust and the Trustees may enforce directly, directly without joinder of the IssuerTrust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.015.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Trust Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee Trust Depositor of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any ObligorObligor or End-User, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that which remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer Trust Depositor intend and agree that (i) the transfer of the Contract Assets and Trust Assets from the Originator to the Issuer Trust Depositor and the transfer of the Contract Assets and the Trust Assets from the Trust Depositor to the Trust are intended to be a sale, conveyance and transfer of ownership of the Conveyed Contract Assets and Trust Assets, as the case may be, rather than the mere granting of a security interest to secure a borrowing andand (ii) such Contract Assets and Trust Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Contract Assets or Trust Assets respectively and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Securities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Transfer and Servicing Agreement, the Indenture and the Trust Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If any such transfer of the Contract Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing under this Agreement (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (1) all or a portion of the Contract Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (2) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement.

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the IssuerTrust Depositor, for a purchase 30 36 price consisting of $234,150,532.17 $ in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the related security interest of granted by the Originator in Obligor under such Equipment Contracts and 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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreementsContracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer Trust Depositor the remittances, deposits and payments to be made by the Originator pursuant to the Transfer and Sale Agreement into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets will constitute the corpus of the Trust and are referred to as the "Conveyed Trust Assets"). (c) The Originator and the Issuer Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee Trust and the Noteholders Trustees and the Indenture Trustee Trust and the Trustees may enforce directly, directly without joinder of the IssuerTrust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.015.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Trust Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee Trust Depositor of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any ObligorObligor or End-User, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that which remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer Trust Depositor intend and agree that (i) the transfer of the Contract Assets and Trust Assets from the Originator to the Issuer Trust Depositor and the transfer of the Contract Assets and the Trust Assets from the Trust Depositor to the Trust are intended to be a sale, conveyance and transfer of ownership of the Conveyed Contract Assets and Trust Assets, as the case may be, rather than the mere granting of a security interest to secure a borrowing andand (ii) such Contract Assets and Trust Assets shall not be part of

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer, for a purchase 30 36 price consisting of [$234,150,532.17 __________] in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the security interest of the Originator in such Equipment and 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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreements; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer the remittances, deposits and payments made into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets are referred to as the "Conveyed Assets"). (c) The Originator and the Issuer acknowledge that the representations and warranties of the Originator in Sections 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee and the Noteholders and the Indenture Trustee may enforce directly, without joinder of the Issuer, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer intend and agree that (i) the transfer of the Contract Assets to the Issuer are intended to be a sale, conveyance and transfer of ownership of the Conveyed Assets rather than the mere granting of a security interest to secure a borrowing andand (ii) such Conveyed Assets shall not be part of the Originator's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Issuer a perfected first priority security interest in such Conveyed Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Notes, in the order and priorities, and subject to the other terms and conditions of, this Agreement and the Indenture, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If any such transfer of the Contract Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Issuer may, to secure the Issuer's own borrowing under the Indenture (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (1) all or a portion of the Contract Assets pledged to the Issuer by the Originator and with respect to which the Issuer has not released its security interest at the time of such pledge and assignment, and (2) all proceeds thereof. Such repledge and reassignment may be made by the Issuer with or without a repledge and reassignment by the Issuer of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Issuer or any assignee of the Issuer relating to such action by the Issuer in connection with the transactions contemplated by this Agreement.

TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell, assign and convey assets to the Issuer Trust Depositor pursuant to the terms and provisions hereof. (b) Subject to and upon the terms and conditions set forth herein, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the IssuerTrust Depositor, for a purchase 30 36 price consisting of $234,150,532.17 [____________] in cash, all the right, title and interest of the Originator in and to (items (i) - (vi) below, being collectively referred to herein as the "Contract Assets"): (i) the Initial Contracts, and all monies received in payment of such Contracts on and after the Initial Cutoff Date, 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 the related security interest of granted by the Originator in Obligor under such Equipment Contracts and all proceeds from any sale or other disposition of such Equipment (but subject to the exclusion and release herein of Excluded Amounts)) and Related Security; (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 and under any guarantee or similar credit enhancement with respect to such Contracts (other than Excluded Amounts) and all other rights under Vendor Assignments or other similar agreementsContracts; (v) all Insurance Proceeds with respect to each such Contract; and (vi) all income from and proceeds of the foregoing. In addition to the Contract Assets, the Originator hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer Trust Depositor the remittances, deposits and payments to be made by the Originator pursuant to the Transfer and Servicing Agreement into the Trust Accounts from time to time, amounts in the Trust Accounts from time to time (and any investments of such amounts) and all proceeds and products of the foregoing, which together with the Contract Assets will constitute the corpus of the Trust and are referred to as the "Conveyed Trust Assets"). (c) The Originator and the Issuer Trust Depositor acknowledge that the representations and warranties of the Originator in Sections Section 3.01, 3.02, 3.03, 3.04 and 3.05 will run to and be for the benefit of the Indenture Trustee Trust and the Noteholders Trustees and the Indenture Trustee Trust and the Trustees may enforce directly, directly without joinder of the IssuerTrust Depositor, the repurchase obligations of the Originator with respect to breaches of such representations and warranties as set forth herein and in Section 11.015.01. (d) The sale, transfer, assignment, set-over and conveyance of the Conveyed Trust Assets by the Originator to the Issuer and by the Issuer to the Indenture Trustee Trust Depositor pursuant to this Agreement does not constitute and is not intended to result in a creation or an assumption by the Issuer or the Indenture Trustee Trust Depositor of any obligation of the Originator in connection with the Contract Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any ObligorObligor or End-User, if any, not financed by the Originator, or (1) any taxes, fees, or other charges imposed by any Governmental Authority and (2) any insurance premiums that which remain owing with respect to any Contract at the time such Contract is sold hereunder. (e) The Originator and the Issuer Trust Depositor intend and agree that (i) the transfer of the Contract Assets and Trust Assets from the Originator to the Issuer Trust Depositor and the transfer of the Contract Assets and the Trust Assets from the Trust Depositor to the Trust are intended to be a sale, conveyance and transfer of ownership of the Conveyed Contract Assets and Trust Assets, as the case may be, rather than the mere granting of a security interest to secure a borrowing andand (ii) such Contract Assets and Trust Assets shall not be part of the Originator's or the Trust Depositor's estate in the event of a filing of a bankruptcy petition or other action by or against such Person under any Insolvency Law. In the event, however, that notwithstanding such intent and agreement, such transfers are deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted the Trust Depositor and the Trust Depositor shall be deemed to have granted the Trust, as the case may be, a perfected first priority security interest in such Contract Assets or Trust Assets respectively and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests represented by the Securities, in the order and priorities, and subject to the other terms and conditions of, this Agreement, the Transfer and Servicing Agreement, the Indenture and the Trust Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If any such transfer of the Contract Assets is deemed to be the mere granting of a security interest to secure a borrowing, the Trust Depositor may, to secure the Trust Depositor's own borrowing under this Agreement (to the extent that the transfer of the Contract Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (1) all or a portion of the Contract Assets pledged to the Trust Depositor by the Originator and with respect to which the Trust Depositor has not released its security interest at the time of such pledge and assignment, and (2) all proceeds thereof. Such repledge and reassignment may be made by the Trust Depositor with or without a repledge and reassignment by the Trust Depositor of its rights under any agreement with the Originator, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Trust Depositor or any assignee of the Trust Depositor relating to such action by the Trust Depositor in connection with the transactions contemplated by this Agreement.