Common use of Eligibility of Contracts Clause in Contracts

Eligibility of Contracts. As of the Closing Date, (i) Schedule I to this Agreement and the information contained in the Purchase Certificate delivered pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool as of the 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 related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all 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 Deal Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool 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(a) 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 Closing Cut Off Date, (i) Schedule I to this Agreement the Contract List and the information contained computer file or microfiche or written list delivered in the Purchase Certificate delivered pursuant to Section 2.2(b) connection therewith is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool transferred hereunder as of the Closing 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 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 is 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 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 an interest in such Contract and the related Equipment to the Deal Agent as agent for the Purchasers Buyer have been duly obtained, effected or given and are in full force and effect. On each Addition Subsequent Purchase Date on which Additional Subsequent Contracts are added transferred by the Seller to the Asset PoolBuyer, the Seller shall be deemed to represent and warrant to the Buyer that (iI) each Subsequent Contract transferred on such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof day is an Eligible Contract, (iiII) each such Additional Subsequent Contract and the Seller's interest in the related Equipment is 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 compliance, in all material respects, with all Requirements of Law applicable to the Seller and/or or the Originatororiginator thereof, (iiiIII) with respect to each such Additional Subsequent Contract, all material consents, licenses, approvals, authorizations, 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 addition transfer of such Contract and the related Equipment to the Asset Pool Buyer 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(a4.2(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 Closing Date, (i) Schedule I ------------------------ to this Agreement and the information contained in the Purchase Certificate delivered pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool as of the 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 related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all 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 Deal Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool 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(a) are true and correct with respect to each Contract transferred on such day as if made on such day.

Eligibility of Contracts. (i) As of the Closing Date, (iA) Schedule I to this Agreement B and the information contained in the Purchase Certificate Funding Request delivered pursuant to Section 2.2(b) 2.1 is an accurate and complete listing in all material respects of all the Existing Contracts in constituting a portion of the Asset Pool Collateral as of the Closing Date date of the Initial Loan 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 Cut-off Date, (iiB) each such Contract is an Eligible Contract, (iiiC) each such Contract and the related Equipment Financed Vehicle is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller Applicable Laws and (ivD) with respect to each such Contract, all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller Borrower in connection with the transfer origination, purchase and pledge of an interest in such Contract and the related Equipment Collateral to the Deal Administrative Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. . (ii) On each Addition Date on which Additional Contracts are added by the Seller to the Asset PoolDate, the Seller Borrower shall be deemed to represent and warrant that (iA) Schedule B and the information contained in the Funding Request delivered pursuant to Section 2.1 is an accurate and complete listing in all material respects of the Contracts (including the Subsequent Contracts being transferred on such Additional Addition Date) constituting a portion of the Collateral as of the date of the Subsequent Loan 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, (B) each such Subsequent Contract referenced on the related Purchase Certificate Funding Request delivered pursuant to Section 2.2(b) hereof 2.1 is an Eligible Contract, (iiC) each such Additional Subsequent Contract and the related Equipment Financed Vehicle is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the OriginatorApplicable Laws, (iiiD) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller Borrower in connection with the addition origination, purchase and pledge of such Contract and the related Equipment to the Asset Pool Collateral have been duly obtained, effected or given and are in full force and effect and (ivE) the representations and warranties set forth in Section 4.2(a) 5.2 are true and correct with respect to each Contract transferred pledged on such day as if made on such day.

Eligibility of Contracts. As of the Closing Date, (i) Schedule I to this Agreement and the information contained in the Purchase Certificate delivered pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool as of the 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 related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all 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 Deal Agent as agent for the Purchasers Administrator have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool 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(a) 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 Closing Initial Purchase Date, (i) Schedule I to this Agreement and the information contained in the Purchase Certificate delivered pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool as of the Closing 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 related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all 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 Deal Agent as agent for the Purchasers Secured Parties have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool 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(a) 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 Closing Cut Off Date, (i) Schedule I to this Agreement the Contract List and the information contained computer file or microfiche or written list delivered in the Purchase Certificate delivered pursuant to Section 2.2(b) connection therewith is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool transferred hereunder as of the Closing 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 related Cut Off Date, (ii) each such Contract is an Eligible Contract, (iii) each such Contract and such Seller's interest in the related Equipment is 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 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 an interest in such Contract and the related Equipment to the Deal Agent as agent for the Purchasers Buyer have been duly obtained, effected or given and are in full force and effect. On each Addition Subsequent Purchase Date on which Additional Subsequent Contracts are added transferred by the such Seller to the Asset PoolBuyer, the such Seller shall be deemed to represent and warrant to the Buyer that (iI) each Subsequent Contract transferred on such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof day is an Eligible Contract, (iiII) each such Additional Subsequent Contract and such Seller's interest in the related Equipment is 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 compliance, in all material respects, with all Requirements of Law applicable to such Seller and/or or the Originatororiginator thereof, (iiiIII) with respect to each such Additional Subsequent Contract, all material consents, licenses, approvals, authorizations, 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 addition transfer of such Contract and the related Equipment to the Asset Pool Buyer 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(a4.2(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 The Seller hereby represents and warrants to the Trust as of the First Closing Date, Date that (i) as of the initial Cut Off Date, Schedule I 1 to this Agreement and the information contained in the Purchase Certificate computer file or microfiche or written list delivered pursuant to Section 2.2(b) 2.1 is an accurate and complete listing in all material respects of all the Existing Contracts and Secondary Contracts in the Asset Contract Pool as of the Closing 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 related 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 is and Applicable Security, as appropriate, has been transferred to the Trust free and clear of any Lien of any Person (other than Permitted Liens) and in compliance 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 Seller in connection with the transfer of such Contract and the related Equipment and Applicable Security to the Trust have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are transferred by Seller to the Trust, Seller shall be deemed to represent and warrant to the Trust that (i) each Additional Contract transferred on such day is an Eligible Contract, (ii) each such Additional Contract and the Seller's interest in the related Equipment and Applicable Security, as appropriate, has been transferred to the 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 Seller or the Originator thereof, (iii) with respect to each such 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 an interest in such Contract and the related Equipment and Applicable Security to the Deal Agent as agent for the Purchasers have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool Trust 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(asubsection 2.5(a) 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 Closing Date, (i) Schedule I to this Agreement and the information contained in the Purchase Certificate delivered pursuant to Section 2.2(b) is an accurate and complete listing in all material respects of all the Existing Contracts in the Asset Pool as of the 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 related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to the Seller and (iv) with respect to each such Contract, all 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 Deal Agent as agent for the Purchasers Secured Parties have been duly obtained, effected or given and are in full force and effect. On each Addition Date on which Additional Contracts are added by the Seller to the Asset Pool, the Seller shall be deemed to represent and warrant that (i) such Additional Contract referenced on the related Purchase Certificate delivered pursuant to Section 2.2(b) hereof is an Eligible Contract, (ii) each such Additional Contract and the related Equipment is free and clear of any Lien of any Person (other than Permitted Liens) and in compliance with all Requirements of Law applicable to Seller and/or the Originator, (iii) with respect to each such Additional Contract, all consents, licenses, approvals, authorizations, registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Seller in connection with the addition of such Contract and the related Equipment to the Asset Pool 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(a) are true and correct with respect to each Contract transferred on such day as if made on such day.