Common use of EQUIPMENT AND CONTRACTS Clause in Contracts

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. With respect to each Contract, the Company hereby represents and warrants to the Issuer, as of each Contribution Date or Substitution Date, as the case may be, that: (a) the 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, interest 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 Contributed Property or a grant of a first-priority firstpriority 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 interest20,000) 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 The Company did not, in the exercise of its interest in any such Company Assets Contributed Property, 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 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. 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 20,000 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. With respect to each Contract, the Company Transferor hereby represents and warrants to the Issuer, as of each Contribution Date or Substitution Date, as the case may be, that: (a) the sale The transfer to the Issuer of the CompanyTransferor's interest in such Contract(s) transferred on such date and the grant or assignment of the CompanyTransferor's security interest, or grant of a first priority perfected security interest, as the case may be, interest in the Equipment related thereto pursuant to Section 2.01 or Section 2.02 2.06 and 2.07 hereof constitutes a valid transfer of all of the CompanyTransferor's right, title and interest in such Company Assets Transferred Property 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 Transferor in favor of the Issuer, free and clear of any and all claims, charges, liens or security interests created by the Company Transferor or any of its affiliates;. (b) the Company The Transferor did not, in the exercise of its interest in any such Company Assets Transferred Property, waive, discharge, release or otherwise permit any modification thereto not in effect or agreed to at the time the Company Transferor acquired its interest therein; and. (c) notwithstanding Notwithstanding the foregoing clauses (a) and (b), the Company Transferor 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 Transferred Property to the Issuer.

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, 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 or, with respect to Equipment owned by the Company, a grant of a first-first priority perfected security interest therein (except except, in either case, for Equipment for which the that had an Original Equipment Cost is of less than $25,000 and subject to Finance Leases or Secured Equipment Notes, 20,000 with respect to which 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 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.