Common use of Eligibility of Contracts Clause in Contracts

Eligibility of Contracts. As of the Cut Off Date, (i) the Contract List and the computer file or microfiche or written list delivered in connection therewith is an accurate and complete listing in all material respects of all the Contracts transferred hereunder as of the Cut Off Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of such Contract and the related Equipment to the Buyer have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Date on which Subsequent Contracts are transferred by the Seller to the Buyer, the Seller shall be deemed to represent and warrant to the Buyer that (I) each Subsequent Contract transferred on such day is an Eligible Contract, (II) each such Subsequent Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Seller or the originator thereof, (III) with respect to each such Subsequent Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of such Contract and the related Equipment to the Buyer have been duly obtained, effected or given and are in full force and effect and (IV) the representations and warranties set forth in Section 4.2(b) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Closing Date, (i) the Contract List Schedule I to this Agreement and the computer file or microfiche or written list information contained in the Purchase Certificate delivered in connection therewith pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts transferred hereunder in the Asset Pool as of the Cut Off Closing Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an interest in such Contract and the related Equipment to the Buyer Deal Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred added by the Seller to the BuyerAsset Pool, the Seller shall be deemed to represent and warrant to the Buyer that (Ii) each Subsequent such Additional Contract transferred referenced on such day the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to Seller and/or the Seller or the originator thereofOriginator, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer addition of such Contract and the related Equipment to the Buyer Asset Pool have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(b4.2(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Closing Date, (i) the Contract List Schedule I to this Agreement and the computer file or microfiche or written list information contained in the Purchase Certificate delivered in connection therewith pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts transferred hereunder in the Asset Pool as of the Cut Off Closing Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an interest in such Contract and the related Equipment to the Buyer Deal Agent as agent for the Secured Parties have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred added by the Seller to the BuyerAsset Pool, the Seller shall be deemed to represent and warrant to the Buyer that (Ii) each Subsequent such Additional Contract transferred referenced on such day the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to Seller and/or the Seller or the originator thereofOriginator, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer addition of such Contract and the related Equipment to the Buyer Asset Pool have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(b4.2(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Initial Purchase Date, (i) the Contract List Schedule I to this Agreement and the computer file or microfiche or written list information contained in the Purchase Certificate delivered in connection therewith pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts transferred hereunder in the Asset Pool as of the Cut Off Initial Purchase Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an interest in such Contract and the related Equipment to the Buyer Deal Agent as agent for the Secured Parties have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred added by the Seller to the BuyerAsset Pool, the Seller shall be deemed to represent and warrant to the Buyer that (Ii) each Subsequent such Additional Contract transferred referenced on such day the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to Seller and/or the Seller or the originator thereofOriginator, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer addition of such Contract and the related Equipment to the Buyer Asset Pool have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(b4.2(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As The Seller hereby represents and warrants to the Trust as of the First Closing Date that (i) as of the initial Cut Off Date, (i) the Contract List Schedule 1 to this Agreement and the computer file or microfiche or written list delivered in connection therewith pursuant to Section 2.1 is an accurate and complete listing in all material respects of all the Contracts transferred hereunder and Secondary Contracts in the Contract Pool as of the Cut Off Date and the information contained therein with respect to the identity of such Contracts and Secondary Contracts and the amounts owing thereunder is true and correct in all material respects as of the Cut Off Date, (ii) each such Contract is an Eligible Contract and each Secondary Contract (or interest therein) is an Eligible Secondary Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer Trust free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of such Contract and the related Equipment and Applicable Security to the Buyer Trust have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred by the Seller to the BuyerTrust, the Seller shall be deemed to represent and warrant to the Buyer Trust that (Ii) each Subsequent Additional Contract transferred on such day is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related EquipmentEquipment and Applicable Security, as appropriate, has been transferred to the Buyer Trust free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the Seller or the originator Originator thereof, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of such Contract and the related Equipment and Applicable Security to the Buyer Trust have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(bsubsection 2.5(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Closing Date, (i) the Contract List Schedule I ------------------------ to this Agreement and the computer file or microfiche or written list information contained in the Purchase Certificate delivered in connection therewith pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts transferred hereunder in the Asset Pool as of the Cut Off Closing Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an interest in such Contract and the related Equipment to the Buyer Deal Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred added by the Seller to the BuyerAsset Pool, the Seller shall be deemed to represent and warrant to the Buyer that (Ii) each Subsequent such Additional Contract transferred referenced on such day the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to Seller and/or the Seller or the originator thereofOriginator, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer addition of such Contract and the related Equipment to the Buyer Asset Pool have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(b4.2(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Date, (i) the Contract List and the computer file or microfiche or written list delivered in connection therewith is an accurate and complete listing in all material respects of all the Contracts transferred hereunder as of the Cut Off Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the such Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the such Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the such Seller in connection with the transfer of such Contract and the related Equipment to the Buyer have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Date on which Subsequent Contracts are transferred by the such Seller to the Buyer, the such Seller shall be deemed to represent and warrant to the Buyer that (I) each Subsequent Contract transferred on such day is an Eligible Contract, (II) each such Subsequent Contract and the such Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, with all Requirements of Law applicable to the such Seller or the originator thereof, (III) with respect to each such Subsequent Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the such Seller in connection with the transfer of such Contract and the related Equipment to the Buyer have been duly obtained, effected or given and are in full force and effect and (IV) the representations and warranties set forth in Section 4.2(b) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. As of the Cut Off Closing Date, (i) the Contract List Schedule I and the computer file or microfiche or written list information contained in the Purchase Certificate delivered in connection therewith pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts transferred hereunder in the Asset Pool as of the Cut Off Closing Date and the information contained therein with respect to the identity of such Contracts and the amounts owing thereunder is true and correct in all material respects as of the related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the Buyer is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all material consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer of an interest in such Contract and the related Equipment to the Buyer Administrator have been duly obtained, effected or given and are in full force and effect. On each Subsequent Purchase Addition Date on which Subsequent Additional Contracts are transferred added by the Seller to the BuyerAsset Pool, the Seller shall be deemed to represent and warrant to the Buyer that (Ii) each Subsequent such Additional Contract transferred referenced on such day the related Purchase Certificate delivered pursuant to Section 2.2(b) is an Eligible Contract, (IIii) each such Subsequent Additional Contract and the Seller's interest in the related Equipment, as appropriate, has been transferred to the Buyer Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance, in all material respects, compliance with all Requirements of Law applicable to Seller and/or the Seller or the originator thereofOriginator, (IIIiii) with respect to each such Subsequent Additional Contract, all material consents, licenses, approvals or authorizations of or approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the transfer addition of such Contract and the related Equipment to the Buyer Asset Pool have been duly obtained, effected or given and are in full force and effect and (IViv) the representations and warranties set forth in Section 4.2(b4.2(a) clauses (i) through (iv), inclusive, are true and correct with respect to each Contract transferred on such day as if made on such day.