Common use of Portfolio Property Clause in Contracts

Portfolio Property. (a) Except as disclosed on Schedule 3.19 (a) (i) each member of the Seller Group has, with respect to each item of Portfolio Property, that such member of the Seller Group will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings); (ii) with respect to each item of Portfolio Property, the amount of the Original Equipment Cost with respect thereto is described accurately in the files of each member of the Seller Group that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing Contract; (iii) none of such Portfolio Property is a vessel, an aircraft or a vehicle; and (iv) no Person has an option to purchase any item of such Portfolio Property at the end of the lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property. (b) Except as set forth on Schedule 3.19(b), to Seller's Knowledge, (i) all Portfolio Property has complied and now complies in all respects with all laws, statutes, ordinances, rules and regulations applicable to such Portfolio Property, except that Seller makes no representation as to whether the use of Portfolio Property by the Obligor complies with such laws, statutes, ordinances, rules and regulations; and (ii) each Financing Contract requires the Obligor thereunder (and not a member of the Seller Group or any other Person) to provide insurance against loss or damage with respect to the Portfolio Property subject to or governed by such Financing Contract. (c) Except for the Portfolio Property relating to Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a), the Seller Group through at least one of its members owns and has good title (and perfected title in jurisdictions that have a method of perfecting title in Portfolio Property) to all of the Portfolio Property related to the Purchased Financing Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. No member of the Seller Group is in default in any agreement or arrangement with the third parties which own title to the Portfolio Property related to the Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a), which default would give rise to an acceleration of payments to become due thereunder.

Portfolio Property. (a) Except as disclosed on Schedule 3.19 (a) (i) each member of the Each Seller Group has, with respect to each item of Portfolio Property, Property that such member of the Seller Group will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances and Encumbrances created pursuant to the Discounted Financing Agreements, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings); (ii) with respect to each item of Portfolio Property, the amount of the Original Equipment Cost with respect thereto is described accurately in the files of each member of the Seller Group that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing Contract; (iii) none of such Portfolio Property is a vessel, an aircraft or a vehicle; and (iv) no Person has an option to purchase any item of such Portfolio Property at the end of the lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property. (b) Except as set forth on Schedule 3.19(b), to Seller's Knowledge, (i) all Portfolio Property has complied and now complies in all respects with all laws, statutes, ordinances, rules and regulations applicable to such Portfolio Property, except that Seller makes the Sellers make no representation as to (i) whether the use of Portfolio Property by the Obligor complies with such laws, statutes, ordinances, rules and regulationsregulations or (ii) any defects, violations of law, regulations or similar requirements to the extent relating to Portfolio Property that is manufactured by Purchaser, a Purchaser Affiliate or an Affiliate of Purchaser; and (ii) each Financing Contract requires the Obligor thereunder (and not a member of the Seller Group or any other Person) to provide insurance against loss or damage with respect to the Portfolio Property subject to or governed by such Financing Contract. (c) Except for the Portfolio Property relating to Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a), the Each Seller Group through at least one of its members owns and has (i) good title (and perfected title in jurisdictions that have a method of perfecting title in Portfolio Property) to all of the Portfolio Property related to the Purchased Financing ContractsContracts that will be transferred to Purchaser and Purchaser Affiliates by such Seller, free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances and Encumbrances created by the Discounted Financing Agreements or (ii) a valid first priority security interest on such Portfolio Property which has been duly perfected, including, but not limited to, pursuant to all appropriate Uniform Commercial Code filings. No member of the Seller Group is in default in any agreement or arrangement with the third parties which own title to the Portfolio Property related to the Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a)subject to Discounted Financing Agreements, which default would give rise to an acceleration of payments to become due thereunder.

Portfolio Property. (a) Except To Seller's Knowledge, except as disclosed on Schedule 3.19 (ain Section 3.22(a) (i) each member of the Seller Group hasDisclosure Schedule, with respect to each item of Portfolio Property, that such member of (i) the applicable Asset Seller Group or Purchased Entity has (and, after giving effect to the Acquisition, the Purchaser, a Purchased Entity or an Acquiring Subsidiary will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, have) either (A) a valid first priority security interest in such Portfolio Property which has been duly perfected (including pursuant to all appropriate Uniform Commercial Code filings) when, as and to the extent required by such Asset Seller's or Purchased Entity's written operating procedures pertaining to such matters (copies of which have been provided to the Purchaser) and the credit approval documentation contained in the Legal/Credit Files for such Financing Contract or (B) good and valid title to such Portfolio Property, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings); (ii) with respect to each item of Portfolio Property, the amount of the Original Equipment Cost with respect thereto to such Portfolio Property (if subject to a lease) is described accurately in the files of each member of the applicable Asset Seller Group or Purchased Entity that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing ContractProperty; (iii) none except as set forth in Section 3.22(a) of the Disclosure Schedule, such Portfolio Property is a vessel, not an aircraft or a vehicleaircraft; and (iv) no Person has an option to purchase any item of such Portfolio Property at the end of the that is subject to a Financing Contract that is a lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property. (b) Except as set forth on Schedule 3.19(b)in Section 3.22(b) of the Disclosure Schedule, (i) to the Seller's Knowledge, (i) all the use, ownership and possession of each item of Portfolio Property has complied and now complies in all material respects with all laws, statutes, ordinances, rules and regulations Laws applicable to such Portfolio Property, except that Seller makes no representation as to whether the use of Portfolio Property by the Obligor complies with such laws, statutes, ordinances, rules and regulations; and (ii) to the extent required by the applicable credit approval documentation each Financing Contract requires the Obligor thereunder (and not an Asset Seller, a member of the Seller Group Purchased Entity or any other Person) to provide maintain insurance against loss or damage with respect to the Portfolio Property subject to or governed by such Financing Contract. (c) Except for All documents required to be recorded or filed with the U.S. Coast Guard or any other Governmental Entities with respect to any vessel, vehicle or aircraft comprising Portfolio Property relating to Financing Contracts listed on Schedule 1.1O have been duly filed or recorded, and as described on Schedule 3.19(a)all filing fees and Taxes, the Seller Group through at least one of its members owns if any, payable in connection with such filings have been paid in full. Each vehicle, vessel and has good title (and perfected title in jurisdictions that have a method of perfecting title in Portfolio Property) to all of the aircraft comprising Portfolio Property related to the Purchased Financing Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. No member of the Seller Group is in default in any agreement or arrangement has been duly registered with the third parties which own appropriate Governmental Entities, and legal title to or the Portfolio Property related benefits of a mortgage with respect to the Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a)each such vehicle, which default would give rise to an acceleration of payments to become due thereundervessel or aircraft is vested in a Purchased Entity or Asset Seller.

Portfolio Property. (a) Except as disclosed on Schedule 3.19 (a) (i) each member of the Seller Group has, with respect to each item of Portfolio Property, Property that such member of the Seller Group will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code filings); (ii) with respect to each item of Portfolio Property, the amount of the Original Equipment Cost with respect thereto is described accurately in the files of each member of the Seller Group that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing Contract; (iii) none of such Portfolio Property is a vessel, an aircraft or a vehicle; and (iv) no Person has an option to purchase any item of such Portfolio Property at the end of the lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Financing Contract covering such Portfolio Property. (b) Except as set forth on Schedule 3.19(b), to Seller's Knowledge, (i) all Portfolio Property has complied and now complies in all respects with all laws, statutes, ordinances, rules and regulations applicable to such Portfolio Property, except that Seller makes no representation as to whether the use of Portfolio Property by the Obligor complies with such laws, statutes, ordinances, rules and regulations; and (ii) each Financing Contract requires the Obligor thereunder (and not a member of the Seller Group or any other Person) to provide insurance against loss or damage with respect to the Portfolio Property subject to or governed by such Financing Contract. (c) Except for the Portfolio Property relating to Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a), the Seller Group through at least one of its members owns and has good title (and perfected title in jurisdictions that have a method of perfecting title in Portfolio Property) to all of the Portfolio Property related to the Purchased Financing Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. No member of the Seller Group is in default in any agreement or arrangement with the third parties which own title to the Portfolio Property related to the Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a), which default would give rise to an acceleration of payments to become due thereunder.

Portfolio Property. (a) Except as disclosed on Schedule 3.19 (a) (i) each member of the The Seller Group has, with respect to each item of Portfolio Property, that such member of the Seller Group will be transferring to Purchaser and Purchaser Affiliates pursuant hereto, either (A) good and valid title to such Portfolio Property, free and clear of all Encumbrances other than those Encumbrances described in clauses (i) through (v) of the definition of Permitted Encumbrances, or (B) a valid first priority security interest on such Portfolio Property that is governed by or subject to a Purchased Financing Contract which has been duly perfected (including but not limited to pursuant to all appropriate Uniform Commercial Code Personal Property Security Act filings), when and as required by the Seller's written operating procedures pertaining to such matters, a copy of which is set forth on Schedule 3.19(a); (ii) with respect to each item of Portfolio Property, the amount none of the Original Equipment Cost with respect thereto is described accurately in the files of each member of the Seller Group that relate to such item of Portfolio Property in the same level of detail that such individual item of Portfolio Property is identified in the applicable Purchased Financing Contract; (iii) none of such Portfolio Property is a vessel, an aircraft or a vehicle; and (iviii) no Person has an option to purchase any item of such Portfolio Property at the end of the lease term for a fixed amount less than the greater of (A) the Residual thereof or (B) the amount set forth in the Purchased Financing Contract covering such Portfolio Property. (bi) Except The Seller has not taken action or failed to take any action in respect of any Portfolio Property, which would be reasonably likely to impair or prejudice the validity or enforceability of any manufacturer's warranty in respect of such Portfolio Property, and the Seller has not amended, cancelled, modified, assigned or encumbered any of such warranties (other than as provided in the related Purchased Financing Contracts); and (ii) except as set forth on Schedule 3.19(b), to Seller's Knowledge, the Seller has not entered into a Purchased Financing Contract (iother than "OP Rental Financing Contracts") all on the assumption that the risk of loss in respect of the related Portfolio Property has complied and now complies in all respects with all laws, statutes, ordinances, rules and regulations applicable to such Portfolio Property, except that Seller makes no representation as to whether the use of Portfolio Property would be borne by the Seller, and each Obligor complies with such laws, statutes, ordinances, rules and regulations; and (ii) each under a Purchased Financing Contract requires the Obligor thereunder (and not a member of the Seller Group or any other Person) is required to provide insurance against loss or damage with respect to the Portfolio Property subject to or governed by such Purchased Financing ContractContract pursuant to (x) the terms of the standard form of the Purchased Financing Contract or (y) the credit policies of the Business through insurance policies issued by unaffiliated insurers or, if permitted by the terms of the applicable credit approval, through self-insurance. (c) Except for the Each item of Portfolio Property relating is comprised exclusively of (i) document processing and imaging goods (including all replacement parts, additions and repairs thereto and any accessories incorporated therein and/or affixed thereto), (ii) the right to Financing Contracts listed use and transfer by license, sublease or otherwise, any software included with any such Portfolio Property and (iii) other office equipment and furnishings. (d) Except as set forth on Schedule 1.1O and as described on Schedule 3.19(a3.19(d), the Seller Group through at least one each item of its members owns and has good title (and perfected title in jurisdictions that have a method of perfecting title in Portfolio Property) to all Property comprising part of the Portfolio Property Purchased Assets was, at origination of the related Purchased Financing Contract, and, to the Purchased Financing Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. No member Knowledge of the Seller Group is in default in any agreement or arrangement with the third parties which own title to the Portfolio Property related to the Financing Contracts listed on Schedule 1.1O and as described on Schedule 3.19(a)has been thereafter, which default would give rise to an acceleration of payments to become due thereunderlocated within Canada.