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MOTOR VEHICLE CONVEYANCE



This Motor Vehicle Conveyance (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Vendor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


RECITALS:

Vendor and Purchaser have entered into a portfolio purchase agreement dated as of [DATE], (the Purchase Agreement) pursuant to which Vendor agreed to sell to Purchaser, and Purchaser agreed to purchase from Vendor, all of Vendors right, title and interest in and to the Performing Leases including all payments thereunder, all equipment leased thereby and all rights and remedies thereunder, or under any agreement or arrangement facilitating or securing the performance by lessees thereunder, those assets being more particularly defined as the Portfolio in the Purchase Agreement, all on the terms and subject to the conditions set forth in the Purchase Agreement.

This Motor Vehicle Conveyance is intended to constitute a conveyance of all of the motor vehicles to be purchased and sold pursuant to the Purchase Agreement.

Purchaser is duly registered for purposes of [COUNTRY/STATE/PROVINCE] sales tax under the [ACT/CODE/RULE] under number [NUMBER].

IN CONSIDERATION of the completion of the transactions contemplated by the Purchase Agreement, the mutual covenants in this agreement and in the Purchase Agreement and of other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the parties), the parties agree as follows:


DEFINITIONS

Each capitalized term used in this Motor Vehicle Conveyance shall have the meaning ascribed to it in the Purchase Agreement unless it is otherwise defined herein.








CONVEYANCE OF PURCHASED ASSETS

Conveyance

Subject to the provisions of the Purchase Agreement, Vendor hereby absolutely sells, grants, assigns, transfers, conveys, sets over and delivers to Purchaser all of its right, title and interest in and to all of the motor vehicles forming part of the Equipment, including, without limitation, the motor vehicles referred to in Schedule A hereto (the Motor Vehicles), and Purchaser accepts such sale, grant, assignment, transfer, conveyance and delivery, with effect as of and from the Effective Time. Purchaser shall have and hold the Motor Vehicles, and all right, title and interest of Vendor therein and thereto, to and for the use and sole benefit of Purchaser and its successors and assigns.

Further Assurances

Notwithstanding that Vendor may have executed and delivered to Purchaser certain other documents and instruments of conveyance in addition to this Motor Vehicle Conveyance, Vendor shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power, as Purchaser may in writing at any time and from time to time reasonably request be done and/or executed in order to give full effect to the provisions of this Motor Vehicle Conveyance, including, without limitation, the proxy form annexed hereto as Schedule [SPECIFY].


TITLE TO PORTFOLIO

Assignment Incomplete

If this Motor Vehicle Conveyance, or any other transfers or conveyances which may from time to time be executed and delivered by Vendor, fails to convey to Purchaser all or any part of the Motor Vehicles intended to be transferred pursuant to the Purchase Agreement, Vendor agrees to hold such part of the Motor Vehicles in trust for Purchaser to convey, assign and transfer the same at its expense to Purchaser as may from time to time direct.

Ownership of Motor Vehicles

Subject to the provisions of the Purchase Agreement, Vendor hereby covenants and agrees with Purchaser that, immediately prior to the execution and delivery of this Motor Vehicle Conveyance, Vendor is rightfully and absolutely possessed of and entitled to the Motor Vehicles, subject only to the rights of Lessees to quiet enjoyment under the Leases so long as no event of default occurs under such Leases, and has good right, title in and authority to sell, transfer, assign and deliver the Motor Vehicles to Purchaser in accordance with the terms of the Purchase Agreement. Purchaser shall, immediately upon execution and delivery of this Motor Vehicle Conveyance, subject only to the rights of Lessees under the Leases, have possession of and may from time to time and at all times hereafter peaceably and quietly have, hold, possess and enjoy the Motor Vehicles and every part thereof to and for its own use and benefit without any manner of hindrance, interruption, molestation, claim or demand whatsoever, from or by Vendor or any Person claiming through Vendor or from any other Person whomsoever and Purchaser shall thereafter have good and marketable title to the Motor Vehicles, free and clear and absolutely released and discharged from all Encumbrances.

Defend Title

Vendor agrees to:

warrant and defend its title to the Motor Vehicles prior to the execution and delivery of this Motor Vehicle Conveyance;

warrant and defend the sale, transfer, assignment and delivery of the Motor Vehicles pursuant to this Motor Vehicle Conveyance to Purchaser; and

warrant Purchasers title to the Motor Vehicles immediately after the execution and delivery of this Motor Vehicle Conveyance (but not due to any action of Purchaser after Closing), against all persons who claim at any time against any part of or all of the Motor Vehicles. Vendor further agrees to take all steps necessary to put Purchaser in actual possession and operating control of the Motor Vehicles.


GENERAL PROVISIONS

Power of Attorney

Vendor irrevocably appoints any officer or director of Purchaser at [FULL ADDRESS], [STATE/PROVINCE], its attorney, with full power of substitution and delegation, and to do on Vendors behalf anything that Vendor can lawfully do by an attorney, to:

institute and prosecute from time to time in Vendors name, or otherwise, at the expense of Purchaser and for the benefit of Purchaser, any and all proceedings at [YOUR COUNTRY LAW], in equity or otherwise, which Purchaser may deem proper for the taking of possession of any of the Motor Vehicles transferred hereunder; and

do all acts and things in relation to the Motor Vehicles which Purchaser shall deem desirable, and to do, sign and execute all acts, deeds, assurances, financing change statements and other instruments which may reasonably be necessary or desirable for the purpose of vesting the Motor Vehicles in Purchaser.

Such power of attorney is acknowledged by Vendor to be coupled with an interest, shall not be revoked by the dissolution, winding up, surrender of charter, bankruptcy or insolvency of Vendor and may be exercised in the name and on behalf of the successors and assigns of Purchaser, including any Person who receives an assignment of or who holds an Encumbrance upon any part of the Motor Vehicles at any time.

Motor Vehicle Conveyance Subject to Purchase Agreement

This Motor Vehicle Conveyance is entered into pursuant to the terms of the Purchase Agreement and is not in derogation of any of the rights, which the Purchaser hereto have under the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of this Motor Vehicle Conveyance and the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall govern. To the extent that the provisions of this Motor Vehicle Conveyance are not in conflict with or inconsistent with the Purchase Agreement but such provisions augment or elaborate upon the provisions of the Purchase Agreement or provide further rights in addition to those set forth in the Purchase Agreement, the provisions of this Motor Vehicle Conveyance shall have full force and effect without limiting the provisions of the Purchase Agreement.

Time of the Essence

Time is of the essence of each provision of this Motor Vehicle Conveyance.







Governing Law

This Motor Vehicle Conveyance shall be governed by and interpreted and enforced in accordance with the [YOUR COUNTRY LAW] of the State/Province of [STATE/PROVINCE] and the [YOUR COUNTRY LAW] of [COUNTRY] applicable therein (excluding any rule or principle of conflict of [YOUR COUNTRY LAW] which might refer such interpretation to the [YOUR COUNTRY LAW] of another jurisdiction). Each party irrevocably submits to the non-exclusive jurisdiction of the courts of [STATE/PROVINCE] with respect to any matter arising hereunder or related hereto.

No Third Parties Rights

Nothing expressed or implied in this Motor Vehicle Conveyance is intended to confer upon any person, other than Vendor and Purchaser and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Motor Vehicle Conveyance.

Survivorship

This Motor Vehicle Conveyance shall enure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


VENDOR            PURCHASER



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title



SCHEDULE A
LIST AND DESCRIPTION OF MOTOR VEHICLES


Model & Make    Year    License No.    Serial No.

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