EQUIPMENT AND CONTRACTS. (a) As to each Contract:
(i) (A) immediately prior to the transfers and conveyances set forth herein, the Contributor will be the sole owner of, and have good and marketable title to, the subject Contracts. With respect to any Leveraged Lease Loans, Fair Market Value Lease or Lease Receivable Purchase, the Contributor will have a valid first priority security interest in the equipment lease and the Equipment that has been pledged as collateral security for such Leveraged Lease Loan, Fair Market Value Lease or Lease Receivable Purchase; (B) immediately prior to the transfers and conveyances set forth herein, the Contributor will have acquired either good title to each item of Equipment or, with respect to the Equipment that is the subject of a Secured Equipment Note, Lease Receivables Purchase, Finance Lease or a Leveraged Lease Loan, a valid first priority perfected security interest therein from the related Obligor (except for Equipment relating to a Secured Equipment Note or Finance Lease and for which the Original Equipment Cost is less than $25,000). Immediately prior to such date, with respect to each item of Equipment related to Fair Market Value Leases, the Contributor will have paid in full to the manufacturer or supplier or Obligor, as the case may be, the purchase price and any related charges in connection with the acquisition of such Equipment; (C) upon the transfer to the Transferor by the Contributor of the Contributor's interest in the Contracts and its interest in the Equipment pursuant to Section 1 hereof, the Transferor will, after giving effect to the provisions of Section 1.01(d), have a valid first priority perfected ownership interest in, and have good title to the Contributed Property including the Contracts and either a valid first priority security interest in the Contributor's interest in the Equipment (except for Equipment relating to a Secured Equipment Note or Finance Lease and for which the Original Equipment Cost is less than $25,000), or, with respect to DVI Fair Market Value Leases, an ownership interest in the related Equipment subject to any Contract; at such time, the Contracts and the Transferor's interest in the Equipment will be free and clear of all Liens other than the rights of each Obligor under the Contract to which such Obligor is a party and Liens to be discharged on the Closing Date; and there will be no delinquent taxes or other outstanding charges affecting the Equipment which are or may be Liens;
(ii) each ...
EQUIPMENT AND CONTRACTS. With respect to each Contract, the Company hereby represents and warrants to the Issuer, as of each Contribution Date that:
(a) the sale to the Issuer of the Company's interest in such Contract(s) transferred on such date and the assignment of the Company's security interest, or grant of a first priority perfected security interest, as the case may be, in the Equipment related thereto pursuant to Section 2.01 or Section 2.02 hereof constitutes a valid transfer of all of the Company's right, title and interest in such Company Assets or a grant of a first-priority perfected (except for Equipment for which the Original Equipment Cost is less than $25,000 and subject to Finance Leases or Secured Equipment Notes, with respect to which the Company shall be deemed to have granted a valid security interest) security interest therein from the Company in favor of the Issuer, free and clear of any and all claims, charges, liens or security interests created by the Company or any of its affiliates;
(b) the Company did not, in the exercise of its interest in any such Company Assets waive, discharge, release or otherwise permit any modification thereto not in effect or agreed to at the time the Company acquired its interest therein; and
(c) notwithstanding the foregoing clauses (a) and (b), the Company makes no representation or warranty with respect to claims, charges, liens or security interests created, or waivers, discharges, releases or modifications made, by the Contributor. The representations and warranties described in this Section 3.08 shall survive the conveyance of the Company Assets to the Issuer.
EQUIPMENT AND CONTRACTS. 5 2.04 Contract Schedule.................................................10 2.05 Pending Litigation................................................10 2.06
EQUIPMENT AND CONTRACTS. 4 SECTION 3.09
EQUIPMENT AND CONTRACTS. With respect to each Contract, the Company hereby represents and warrants to the Issuer, as of each Contribution Date that:
(a) the sale to the Issuer of the Company's interest in such Contract(s) transferred on such date and the assignment of the Company's security interest, or grant of a first priority perfected security interest, as the case may be, in the Equipment related thereto pursuant to
Section 2.01 Section 2.02 or Section 2.05 hereof constitutes a valid transfer of all of the Company's right, title and interest in such Company Assets or a grant of a first-priority perfected (except for Equipment for which the Original Equipment Cost is less than $25,000, with respect to which the Company shall be deemed to have granted a valid security interest) security interest therein from the Company in favor of the Issuer, free and clear of any and all claims, charges, liens or security interests created by the Company or any of its affiliates (other than the rights of each Obligor under the Contract to which such Obligor is a party, claims, charges, liens or security interests to be discharged on the Contribution Date related thereto and any liens for taxes, assessments, and (x) governmental charges or levies not yet due and payable and (y) liens imposed by law arising in the ordinary course of business which secure obligations that are not yet due and payable, in the case of (x) and (y) to the extent no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced);
(b) the Company did not, in the exercise of its interest in any such Company Assets waive, discharge, release or otherwise permit any modification thereto not in effect or agreed to at the time the Company acquired its interest therein; and
(c) notwithstanding the foregoing clauses (a) and (b), the Company makes no representation or warranty with respect to claims, charges, liens or security interests created, or waivers, discharges, releases or modifications made, by the Contributor. The representations and warranties described in this Section 3.08 shall survive the conveyance of the Company Assets to the Issuer.
EQUIPMENT AND CONTRACTS. 6 Section 3.09 Principal Executive Office; Legal Name....................................................7 Section 3.10 No Prior Assignments......................................................................7 Section 3.11 Valid Sale; Fair Consideration............................................................8 Section 3.12 Nonconsolidation..........................................................................8 Section 3.13 Ordinary Course; No Insolvency............................................................9 Section 3.14
EQUIPMENT AND CONTRACTS. 4 SECTION 3.09 PRINCIPAL EXECUTIVE OFFICE. 5 SECTION 3.10 NO PRIOR ASSIGNMENTS. 5 SECTION 3.11 FAIR CONSIDERATION. 5 SECTION 3.12 NONCONSOLIDATION. 6 SECTION 3.13 ORDINARY COURSE; NO INSOLVENCY. 6 SECTION 3.14 ASSETS AND LIABILITIES. 7 SECTION 3.15
