Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound. (b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02 (a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment. (c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease. (d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired. (e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment. (f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request. (g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date. (h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement. (i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium. (j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction. (k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool). (l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto. (m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease. (n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission. (o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business. (p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful. (q) All parties to each Lease had authority and capacity to execute such Lease. (r) None of the Leases is a consumer lease. (s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 months. (t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease. (u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment); (v) None of the Leases is subject to any guaranty by the Originator. (w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee. (x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States. (y) As of the Cut-Off Date, no more than 4.25% of the Leases in the Asset Pool will consist of Leases with government entities as the obligor. (z) Each Lessee has represented to the Originator that it has accepted the Equipment. (aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer. (bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer. (cc) Each Lease provides for periodic payments. (dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is - - unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; and (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 November 15, 2004, and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 68 months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.25% two percent (2%) of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the - - Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; and (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 June 2005 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 68 months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.25% two percent (2%) of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the LesseeLessee (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment); and (iv) will be in full force and effect; and (v) were originated pursuant to a lease contract in a form substantially similar in all material respects to the forms of master agreement and short forms of lease agreement each as attached as Exhibit C-1 and C-2 hereto, (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee; and (D) at least 90% of such Leases (by Discounted Present Value of the Performing Leases) are governed by Georgia law . As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 April 2007 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.253.00% of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator (or the originating lessor in the event that the Originator did not originate that particular Lease) purchased each item of Equipment from the manufacturer or other supplier. The Originator (or the originating lessor in the event that the Originator did not originate that particular Lease) has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the EquipmentEquipment and is the sole lessor under the Leases. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer in all material respects (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the LesseeLessee (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment); and (iv) will be in full force and effect; and (v) was originated pursuant to a lease contract in a form substantially similar in all material respects to the forms of master agreement and short forms of lease agreement each as attached as Exhibit C-1 and C-2 hereto (even if IOS Capital did not originate that particular Lease), (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee; and (D) at least 90% of such Leases (by Discounted Present Value of the Performing Leases) are governed by Georgia law. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty property insurance policies which, in with limits reasonably adequate to insure the aggregate, are in Equipment against loss by the perils normally associated with an amount not less than the aggregate Outstanding Principal Amount of the Notes"all risk" or "special form" property insurance policy, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee Trustee, the Insurer and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request. In the event of a Casualty, the Lessee is required to pay at a minimum the outstanding principal or net book value of the Leases and any applicable make-whole premium.
(g) All of the Leases require the Lessee to be responsible for, and/or bear the cost of, maintaining the equipment in good working order.
(h) No Lease has outstanding rent which is 61 or more than 62 days past due as of the Cut-Off Dateoff Date or as of the date of any substitution or replacement.
(hi) Each Lease was entered into by the Originator originated in accordance with the Originator's regular credit approval process described in the ProspectusProspectus (even if IOS Capital did not originate that particular Lease), and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement. The Originator has performed all of its obligations required under each Lease.
(ij) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(jk) Each of the Leases provides that payments thereunder are not subject to setoff set-off or reduction.
(kl) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool)) or, in certain instances, physical possession of a counterpart signature page to a master lease which master lease does not constitute "chattel paper" within the meaning of the Uniform Commercial Code (but not any of schedules thereto) may be delivered to the applicable Lessee thereunder.
(lm) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(mn) As of the time of each contribution and transfer of Leases hereunderhereunder (but subject to compliance with the other provisions of this Section 2.04), no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(no) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(op) As of the time of each contribution and transfer of Leases hereunder, each Each Lease was originated or acquired by the Originator in the ordinary course of its business.
(pq) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(qr) All parties to each Lease had authority and capacity to execute such Lease.
(rs) None of the Leases is a consumer lease.
(st) The final Lease Payment on each Lease is due and payable on or prior to September 2006 June 15, 2010 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 84 months.
(tu) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York York, Delaware and Georgia, and there is only one original of each Lease.
(uv) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);.
(vw) None of the Leases is subject to any guaranty by the Originator.
(wx) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(xy) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(yz) As of the Cut-Off Date, no No more than 4.255.6% of the Leases in the Asset Pool will consist of Leases with government entities as the obligorobligor and, of those, no more than 1% of the Leases in the Asset Pool will consist of Leases with state government entities from the same state as the obligor thereunder.
(zaa) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aabb) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bbcc) No Lease is a Non-Performing Lease and each Lease is no more than 60 62 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
(ee) No more than 5% of the Leases in the Asset Pool cover equipment supplied by a distributor, retailer or vendor other than IKON Office Solutions, Inc.
(ff) None of the Lessees is an Affiliate of the Originator.
(gg) All of the Equipment consists of office environment equipment.
(hh) All Leases will be payable on either a monthly, quarterly, semi-annual or annual basis.
(ii) No more than 6% of the Leases in the Asset Pool provide for periodic payments other than on a monthly basis.
(jj) In the event that the Originator did not originate a Lease, such Lease (i) was originated pursuant to a lease contract in a form substantially similar in all material respects to the form of master agreement attached as Exhibit D hereto, and (ii) such Lease, the Equipment, the Lease Payments and all of the originator's rights, title and interest in and to the Lease, the Equipment and the Lease Payments have been assigned without recourse from the originator to IOS Capital.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on 7 such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September March 2006 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.25% two percent (2%) of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is - - unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; and (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more than 62 days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases Lease s hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 _____________ and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 ___ months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.25% two percent (3%) of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; and (iii) provides that it is noncancellable by the Lessee; and (iv) will be in full force and effect; (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 __ __ and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 __ months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.25% two percent (2%) of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables LLC)
Equipment and Leases. (a) Prior to the date of each contribution and transfer of any Leases and each contribution and transfer or grant of a security interest in the related Equipment in accordance with Sections 1.01 and 1.02, the Originator purchased each item of Equipment from the manufacturer or other supplier. The Originator has paid in full, to the manufacturer or supplier, as the case may be, the purchase price and any related charges in connection with the acquisition of the Equipment. The contribution to the Seller and the concurrent contribution to the Issuer of the Leases, the contribution of all of the Originator's right, title and interest in each item of Equipment to the Seller and the grant of a security interest in the Seller's interests in each item of Equipment to the Issuer, do not violate the terms or provisions of any Lease or any other agreement to which the Originator is a party or by which it is bound.
(b) Immediately prior to the completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02
(a) the Originator will (i) be the legal owner of the Leases (including all Related Interests) and (ii) have good title to each item of Equipment. Upon completion of each contribution and transfer described in Sections 1.01(a), 1.01(b) and 1.02(a) and the grant of the security interest described in Section 1.02(b), (i) the Issuer will be the legal owner of the related Leases (including all Related Interests), (ii) the Seller will have good title to each item of related Equipment, and (iii) the Issuer will have a valid security interest in all of the Seller's right, title and interest in and to each item of related Equipment.
(c) At the time of each transfer of a Lease hereunder, (A) each such Lease (i) will be a triple-net lease (i.e., pursuant to which the Lessee is unconditionally responsible for the payment of insurance, maintenance and taxes with respect to the Equipment subject to the Lease); (ii) will be a legal, valid and binding full recourse obligation of the Lessee thereunder, enforceable by the Issuer (and by the Trustee as assignee of the Issuer) against such Lessee in accordance with the terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights and by general equity principles; (iii) provides that it is noncancellable by the LesseeLessee (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment); and (iv) will be in full force and effect; and (v) were originated pursuant to a lease contract in a form substantially similar in all material respects to the forms of master agreement and short forms of lease agreement each as attached as Exhibit C-1 and C-2 hereto, (B) any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending and equal credit opportunity laws applicable to such Lease will have been complied with; and (C) the Originator has no knowledge (after due inquiry) of any challenge, dispute or claim by or against the Lessee under or affecting such Lease or of the bankruptcy or insolvency of the applicable Lessee; and (D) at least 90% of such Leases (by Discounted Present Value of the Performing Leases) are governed by Georgia law. As of the initial Determination Date, or the effective date of the transfer of any Additional Lease or Substitute Lease, each Lessee has paid the first scheduled installment of rent under its respective Lease.
(d) At the time that any Lease is contributed and transferred hereunder, the Originator will have no knowledge that any item of the Equipment subject thereto has suffered any loss or damage which has not been repaired.
(e) Each Lease requires the Lessee thereunder to maintain insurance on the Equipment subject thereto in an amount sufficient to fully insure such Equipment.
(f) In addition to the insurance maintained by the Lessees with respect to the Equipment, the Originator (or an Affiliate of the Originator) maintains (i) one or more casualty insurance policies which, in the aggregate, are in an amount not less than the aggregate Outstanding Principal Amount of the Notes, (ii) a general liability insurance policy in the aggregate amount of $1,000,000 and (iii) an excess liability insurance policy in umbrella form in the aggregate amount of $10,000,000. Each of such policies is in full force and effect and covers all Equipment. All premiums in respect of such policies have been paid. Each of the Trustee and the Issuer are named as loss payees and additional insureds, as their interests may appear, on such casualty and liability policies maintained by the Originator and will be provided with copies of all such policies upon written request.
(g) No Lease has outstanding rent which is 61 or more than 62 days past due as of the Cut-Off Date.
(h) Each Lease was entered into by the Originator in accordance with the Originator's regular credit approval process described in the Prospectus, and no selection procedures adverse to the credit quality of the Asset Pool were employed in selecting the Leases for contribution under this Assignment and Servicing Agreement.
(i) Each Lease provides that the obligation of the Lessee to pay rent thereunder throughout the term thereof is and will be unconditional without regard to any event affecting the Equipment, the obsolescence of any Equipment, any claim of such Lessee against the Issuer, the Originator or the Servicer or any change in circumstance of such Lessee or any other circumstance whatsoever except to the extent that in the event of a casualty of any item of Equipment, the Lessee, at a minimum, is obligated to pay, in lieu of the future Lease Payments with respect to such item, the outstanding principal or net book value of the Leases and any applicable make whole premium.
(j) Each of the Leases provides that payments thereunder are not subject to setoff or reduction.
(k) In the case of each Lease which consists of a master lease and one or more exhibits or schedules thereto, the Originator has neither assigned such master lease in its entirety, nor delivered physical possession of such master lease, to any Person other than the Seller, the Issuer or the Trustee (or the trustee under another indenture in a transaction substantially similar to the transaction contemplated hereby, which other indenture provides that the lien thereof on such master lease extends only to such master lease insofar as it relates to lease schedules which are not part of the Asset Pool).
(l) As of the time of each contribution and transfer of Leases hereunder, there are no facts or circumstances which give rise, or would give rise at any time in the future, to any right of rescission, setoff, counterclaim or defense, including the defense of usury, to obligations of any Lessee, including the obligation of such Lessee to pay all amounts due with respect to any Lease to which such Lessee is a party, and neither the operation of any of the terms of any Lease or the exercise of any right thereunder will render such Lease unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense, including the defense of usury, and no such right of rescission, setoff, counterclaim or defense has been asserted with respect thereto.
(m) As of the time of each contribution and transfer of Leases hereunder, no Lease has been amended, altered or modified in any material respect except in writing, and copies of all such writings are attached to the Lease.
(n) As of the time of each contribution and transfer of Leases hereunder, no Lessee will have been released, in whole or in part, from any of its obligations in respect of any Lease; no Lease will have been satisfied, cancelled or subordinated, in whole, or in part, or rescinded, and no Equipment covered by any Lease will have been released from such Lease, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, release, cancellation, subordination or rescission.
(o) As of the time of each contribution and transfer of Leases hereunder, each Lease was originated by the Originator in the ordinary course of its business.
(p) The Leases do not violate any U.S. or state laws and no Lease was originated in or is subject to the laws of any jurisdiction whose laws would make any of the transfers and contributions under this Assignment and Servicing Agreement unlawful.
(q) All parties to each Lease had authority and capacity to execute such Lease.
(r) None of the Leases is a consumer lease.
(s) The final Lease Payment on each Lease is due and payable on or prior to September 2006 April 30, 2008 and, as of the Cut-Off Date, the maximum remaining term of any Lease did not exceed 70 72 months.
(t) Each Lease agreement is "chattel paper" within the meaning of the Uniform Commercial Code in the states of New York York, Delaware and Georgia, and there is only one original of each Lease.
(u) Each Lease provides that it is noncancellable by the Lessee and none of the Leases contains early termination options (except for Leases which contain early termination or prepayment clauses which require the Lessee to pay the remainder of all remaining Lease Payments under such Lease upon such cancellation or prepayment);.
(v) None of the Leases is subject to any guaranty by the Originator.
(w) The Leases have been transferred by the Originator to the Seller and by the Seller to the Issuer, in each case free and clear of any liens and are assignable without prior written consent of the Lessee.
(x) The Leases are U.S. dollar-denominated and the Lessor and each Lessee is located in the United States.
(y) As of the Cut-Off Date, no more than 4.253.00% of the Leases in the Asset Pool will consist of Leases with government entities as the obligor.
(z) Each Lessee has represented to the Originator that it has accepted the Equipment.
(aa) No Lessee is a subject of an insolvency or bankruptcy proceeding at the time of the transfer.
(bb) No Lease is a Non-Performing Lease and each Lease is no more than 60 62 days past due at the time of transfer.
(cc) Each Lease provides for periodic payments.
(dd) All the Leases were originated in the United States.
Appears in 1 contract
Samples: Assignment and Servicing Agreement (Ikon Receivables Funding LLC)