Common use of Conveyance of Subsequent Conveyed Assets Clause in Contracts

Conveyance of Subsequent Conveyed Assets. (a) Subject to the conditions set forth in paragraph (c) below in consideration of the Trust's delivery on the related Subsequent Transfer Date of all or a portion of the balance of funds in the Pre-Funding Account, each of the Sellers shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey, without recourse, to the Trust, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of such Seller in and to the Subsequent Conveyed Assets identified on the related List of Subsequent Contracts. The transfer by the Sellers to the Trust of the Subsequent Conveyed Assets identified on each List of Subsequent Contracts shall be absolute and is intended by the Sellers and the Trust to constitute and to be treated as a sale of the Subsequent Conveyed Assets by each Seller to the Trust. Subsequent Transfer Dates shall occur not more frequently than once a month without the Note Insurer's prior written consent. In the event such transactions shall be deemed not to be a sale, all of the Sellers hereby grant to the Trust as of each Subsequent Transfer Date a first priority perfected security interest in all of the Sellers' right, title and interest in, to and under each related Subsequent Conveyed Asset, and all income and proceeds thereof, to secure all of the Sellers' obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Conveyed Assets for the benefit of the Noteholders and the Note Insurer, holds the Subsequent Conveyed Assets as designee of the Trust. The related Contract File for each Subsequent Contract shall be delivered to the Indenture Trustee, on behalf of the Trust, two Business Days prior to the related Subsequent Transfer Date.

Conveyance of Subsequent Conveyed Assets. (a) Subject to the conditions set forth in paragraph (c) below in consideration of the Trust's delivery on the related Subsequent Transfer Date of all or a portion of the balance of funds in the Pre-Funding Accountbelow, each of the Sellers shall on any Subsequent Transfer Date HPSC shall sell, transfer, assign, set over and convey, without recourse, to the TrustLLC I and/or LLC II, and ACFC shall sell, assign, set over and convey, without recourse, to LLC II, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of such Seller each of HPSC and ACFC, as applicable, in and to the Subsequent Contracts and the Subsequent Conveyed Assets identified on the related List of Subsequent Contracts. The transfer by each of HPSC and ACFC, as applicable, to LLC I and/or LLC II of the Sellers to the Trust of Subsequent Contracts and the Subsequent Conveyed Assets identified on each List of Subsequent Contracts shall be absolute and is intended by the Sellers each of HPSC and the Trust ACFC and LLC I and/or LLC II to constitute and to be treated as a sale and an absolute assignment of the Subsequent Contracts and the Subsequent Conveyed Assets by each Seller of HPSC and ACFC, as applicable, to the TrustLLC I and/or LLC II. Subsequent Transfer Dates shall occur not more frequently than once a month without the Note Insurer's prior written consentduring each calendar month. In the event such transactions shall be deemed not to be a salesale and an absolute assignment, all each of the Sellers HPSC and ACFC hereby grant grants to the Trust LLC I and/or LLC II as of each Subsequent Transfer Date a first priority perfected security interest in all of the Sellers' each of HPSC's and ACFC's right, title and interest in, to and under each Subsequent Contract and each related Subsequent Conveyed Asset, and all income and proceeds thereof, to secure all of the Sellers' HPSC's and ACFC's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Contracts and the Subsequent Conveyed Assets for the benefit of the Noteholders and the Note InsurerNoteholders, holds the Subsequent Contracts and the Subsequent Conveyed Assets as designee assignee of LLC I and/or LLC II as secured party. The ratio of the TrustOutstanding Contract Balance of the Practice Finance Contracts to the Aggregate Outstanding Contract Balance as of the end of the Pre-Funding Period shall not exceed such ratio as of the Closing Date. The related Contract File for each Subsequent Contract shall be delivered to the Indenture Trustee, on behalf of the Trust, Custodian two Business Days prior to the related Subsequent Transfer Date.

Conveyance of Subsequent Conveyed Assets. (a) Subject to the conditions set forth in paragraph (c) below in consideration of the Trust's delivery on the related Subsequent Transfer Date of all or a portion of the balance of funds in the Pre-Funding Accountbelow, each of the Sellers shall on any Subsequent Transfer Date Date, either or both of the Transferors shall sell, transfer, assign, set over and convey, without recourse, to the TrustLLC I and/or LLC II, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of such Seller Transferor(s) in and to the Subsequent Contracts and the Subsequent Conveyed Assets identified on the related List of Subsequent Contracts. The transfer by a Transferor to LLC I and/or LLC II of the Sellers to the Trust of Subsequent Contracts and the Subsequent Conveyed Assets identified on each List of Subsequent Contracts shall be absolute and is intended by the Sellers such Transferor and the Trust LLC I and/or LLC II to constitute and to be treated as a sale and an absolute assignment of the Subsequent Contracts and the Subsequent Conveyed Assets by each Seller such Transferor to the Trust. Subsequent Transfer Dates shall occur not more frequently than once a month without the Note Insurer's prior written consentLLC I and/or LLC II. In the event such transactions shall be deemed not to be a salesale and an absolute assignment, all of the Sellers hereby grant related Transferor shall be deemed to the Trust have granted to LLC I and/or LLC II as of each Subsequent Transfer Date a first priority perfected security interest in all of the Sellers' such Transferor's right, title and interest in, to and under each Subsequent Contract and each related Subsequent Conveyed Asset, and all income and proceeds thereof, to secure all of the Sellers' such Transferor's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, and in such event, the parties hereto acknowledge that the Indenture Trustee, in addition to holding the Subsequent Contracts and the Subsequent Conveyed Assets for the benefit of the Noteholders and the Note InsurerNoteholders, holds the Subsequent Contracts and the Subsequent Conveyed Assets as designee assignee of the Trust. The related Contract File for each Subsequent Contract shall be delivered to the Indenture Trustee, on behalf of the Trust, two Business Days prior to the related Subsequent Transfer DateLLC I and/or LLC II as secured party.