Common use of Purchased Financing Contracts Clause in Contracts

Purchased Financing Contracts. (a) Except as set forth on Schedule 3.18(a), each Purchased Financing Contract and Credit Enhancement (i) is valid, binding and enforceable by the member of the Seller Group party thereto against the Obligor or provider of such Credit Enhancement thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of such member of the Seller Group, consistent with its past practices. (b) Except as set forth on Schedule 3.18(b), (i) each Purchased Financing Contract and Credit Enhancement is, or as of the Closing Date will be, in full force and effect, free and clear of Encumbrances other than Permitted Encumbrances, and not subject to any defense, offset, claim, right of rescission or counterclaim by the Obligor or provider of such Credit Enhancement under such Purchased Financing Contract in the case of a Purchased Financing Contract or by the obligor thereunder in the case of a Credit Enhancement, or any Person claiming under any such right; (ii) no member of the Seller Group is in breach of or default under any Purchased Financing Contract or Credit Enhancement, no other party is in payment breach thereof or payment default thereunder and, to Seller's Knowledge, no other event has occurred which, with notice and/or lapse of time, would constitute a default by any member of the Seller Group or any other party thereunder; (iii) no Obligor under any Purchased Financing Contract (A) has acquired any Portfolio Property, any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Purchased Finance Contract for personal, family or household use or for agricultural purposes, or (B) is required under any applicable law to withhold from payments on any such Purchased Financing Contract any interest or other withholdings for the payment of Taxes to any Governmental Entity; (iv) each applicable member of the Seller Group has in its possession a fully executed original of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Purchased Financing Contract (except for Purchased Financing Contracts that are the subject of a Discounting Financing Agreement, copies of which shall be delivered to Purchaser at Closing) and Credit Enhancement and all other documents required by each member of the Seller Group's credit or investment approval with respect to each Purchased Financing Contract; (v) no Purchased Financing Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to such member of the Seller Group a termination fee in an amount which, together with the Residual and any payments from date of termination equals at least the Net Book Value at such time of such Purchased Financing Contract; (vi) each member of the Seller Group has in its possession documents sufficient to establish the Original Equipment Cost of all Portfolio Property for purposes of determining personal property tax liability; (vii) all payments pursuant to each Purchased Financing Contract are made directly to the applicable member of the Seller Group, except Purchased Financing Contracts subject to Discounted Financing Agreements; and (viii) each member of the Seller Group has approved credit applications and otherwise entered into commitments with respect to Purchased Financing Contracts in a manner consistent with such member of the Seller Group's credit policies, collateral eligibility standards and credit quality classifications in effect at the time and otherwise complied with standards of evaluating, originating, underwriting and funding new business which are in all respects consistent with its past practices. (c) Except as set forth on Schedule 3.18(c), no Purchased Financing Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement, and, except in connection with the debtor-in-possession financing under the Chapter 11 Cases and under any Purchased Discounted Financing Agreement, no Purchased Financing Contract is subject to any Disposition Agreement. (d) As of the effective date of this Agreement, Schedule 3.18(d) sets forth a list of each Credit Enhancement constituting a Purchased Asset that is a letter of credit, certificate of deposit or stock certificate, along with (i) the issuer thereof, (ii) the maximum amount drawable thereunder, principal amount thereof or number of shares represented thereby, (iii) the expiration or maturity date thereof, if applicable and (iv) the physical location thereof. (e) The Seller Group, through any one or more of its members, owns and has good title to each of the Purchased Financing Contracts, free and clear of all Encumbrances other than Permitted Encumbrances. (f) Schedule 3.18(f) sets forth all of the Required Consent Financing Contracts.

Purchased Financing Contracts. (a) Except as set forth on Schedule 3.18(a), each Purchased Financing Contract and Credit Enhancement (i) is valid, binding and enforceable by the member of the Seller Group party thereto against the Obligor or provider of such Credit Enhancement thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of such member of the Seller GroupSeller, consistent with its past practices. (b) Except as set forth on Schedule 3.18(b), (i) each Purchased Financing Contract and Credit Enhancement is, or as of the Closing Date will be, in full force and effect, free and clear of Encumbrances other than Permitted Encumbrances, and not subject to any defense, offset, claim, right of rescission or counterclaim by the Obligor or provider of such Credit Enhancement under such Purchased Financing Contract in the case of a Purchased Financing Contract or by the obligor thereunder in the case of a Credit Enhancement, or any Person claiming under any such right; (ii) no member of the Seller Group is in breach of or default under any Purchased Financing Contract or Credit Enhancement, no other party is in payment breach thereof or payment default thereunder and, to Seller's Knowledge, no other event has occurred which, with notice and/or lapse of time, would constitute a default by any member of the Seller Group or any other party thereunder; (iii) no Obligor under any Purchased Financing Contract (A) has acquired any Portfolio Property, any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Purchased Finance Contract for personal, family or household use or for agricultural purposes, or (B) is required under any applicable law to withhold from payments on any such Purchased Financing Contract any interest or other withholdings for the payment of Taxes to any Governmental Entity; (iv) each applicable member of the Seller Group has in its possession a fully executed original of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Purchased Financing Contract (except for Purchased Financing Contracts that are the subject of a Discounting Financing Agreement, copies of which shall be delivered to Purchaser at Closing) and Credit Enhancement and all other documents required by each member of the Seller GroupSeller's credit or investment approval with respect to each Purchased Financing Contract; (v) no Purchased Financing Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to such member of the Seller Group a termination fee in an amount which, together with the Residual and any payments from date of termination equals at least the Net Book Value at such time of such Purchased Financing Contract; (vi) each member of the Seller Group has in its possession documents sufficient to establish the Original Equipment Cost of all Portfolio Property for purposes of determining personal property tax liability; (vii) all payments pursuant to each Purchased Financing Contract are made directly to the applicable member of the Seller GroupSeller, except Purchased Financing Contracts subject to Discounted Financing Agreements; and (viii) each member of the Seller Group has approved credit applications and otherwise entered into commitments with respect to Purchased Financing Contracts in a manner consistent with such member of the Seller GroupSeller's credit policies, collateral eligibility standards and credit quality classifications in effect at the time and otherwise complied with standards of evaluating, originating, underwriting and funding new business which are in all respects consistent with its past practices. (c) Except as set forth on Schedule 3.18(c), no Purchased Financing Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement, and, except in connection with the debtor-in-possession financing under the Chapter 11 Cases and under any Purchased Discounted Financing Agreement, no Purchased Financing Contract is subject to any Disposition Agreement. (d) As of the effective date of this Agreement, Schedule 3.18(d) sets forth a list of each Credit Enhancement constituting a Purchased Asset that is a letter of credit, certificate of deposit or stock certificate, along with (i) the issuer thereof, (ii) the maximum amount drawable thereunder, principal amount thereof or number of shares represented thereby, (iii) the expiration or maturity date thereof, if applicable and (iv) the physical location thereof. (e) The Each Seller Group, through any one or more of its members, owns and has good title to each of the Purchased Financing ContractsContracts that will be transferred by such Seller to Purchaser and Purchaser Affiliates pursuant to this Agreement, free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances and Encumbrances created pursuant to the Discounted Financing Agreements. (f) Schedule 3.18(f) sets forth all of the Required Consent Financing Contracts.

Purchased Financing Contracts. (a) Except as set forth on Schedule 3.18(a), each Each Purchased Financing Contract and Credit Enhancement (i) is valid, binding and enforceable by the member of the Seller Group party thereto or Purchased ABS Entity against the Obligor lessee, obligor or provider of such Credit Enhancement borrower thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of such member of the Seller GroupSeller, consistent with its past practices. (b) Except as set forth on Schedule 3.18(b), (i) each Purchased Financing Contract and Credit Enhancement is, or as of the Closing Date will be, is in full force and effect, owned by the Seller (or, in the case of any Acquired ABS Asset, by a Purchased ABS Entity) free and clear of Encumbrances other than Permitted Encumbrances, and not subject to any defense, offset, claim, right of rescission or counterclaim by the Obligor or provider of such Credit Enhancement under such Purchased Financing Contract in the case of (with respect to a Purchased Financing Contract Contract) or by the obligor thereunder in the case of (with respect to a Credit Enhancement), or any Person claiming under any such right, that would adversely affect the validity or enforceability of such Purchased Financing Contract or Credit Enhancement in accordance with its written terms; (ii) no member of neither the Seller Group nor any Purchased ABS Entity is in breach of or default under any Purchased Financing Contract or Credit Enhancement, no other party is in payment breach thereof or payment default thereunder and, to the Seller's ’s Knowledge, no other event has occurred which, with notice and/or lapse of time, would constitute a default by any member of the Seller Group or any other party thereundera Purchased ABS Entity; (iii) no Obligor under any the Purchased Financing Contracts constitute financing of commercial transactions and, to the Knowledge of the Seller, (A) the Seller has not entered into a Purchased Financing Contract (A) has acquired any Portfolio Property, for the purpose of enabling the Obligor under such Purchased Financing Contract to acquire any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Purchased Finance Financing Contract for personal, family family, household or household agricultural use or for agricultural purposes, or (B) no Obligor is required under any applicable law Law to withhold from payments on any such Purchased Financing Contract Contracts any interest or other withholdings for the payment of Taxes to any Governmental Entity; (iv) each applicable member of the Seller Group has in its possession a fully executed original of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Purchased Financing Contract (except for Purchased Financing Contracts that are the subject of a Discounting Financing Agreement, copies of which shall be delivered to Purchaser at Closing) and Credit Enhancement and all other documents required by each member of the Seller Group's credit or investment approval with respect to each Purchased Financing Contract; (v) no Purchased Financing Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to such member of the Seller Group or Purchased ABS Entity a termination fee in an amount which, together with not less than the Residual and any present value of all remaining scheduled payments from date of termination equals thereunder discounted at least the Net Book Value at such time implicit rate of such Purchased Financing Contract; (vi) each member of the Seller Group has in its possession documents sufficient to establish the Original Equipment Cost of all Portfolio Property for purposes of determining personal property tax liability; (viiv) all payments pursuant to each Purchased Financing Contract are made directly to the applicable member of the Seller Group, except Purchased Financing Contracts subject to Discounted Financing AgreementsSeller; and (viiivi) each member of the Seller Group has approved credit applications and otherwise entered into commitments with respect to Purchased Financing Contracts in a manner consistent with such member of the Seller Group's credit policiesRisk Management Policy For Leasing, collateral eligibility standards and standards, credit quality classifications and other financing origination policies of Seller in effect at the time and otherwise complied with standards of evaluating, originating, underwriting and funding new business which are in all respects consistent with its past practicessuch Purchased Financing Contracts were originated. (c) Except as set forth on Schedule 3.18(c), no No Purchased Financing Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement, and, except in connection with the debtor-in-possession financing under the Chapter 11 Cases agreement and under any Purchased Discounted Financing Agreement, no Purchased Financing Contract is subject to any Disposition AgreementSyndication Agreements, in each case, that is not in writing and accurately reflected in the credit and legal files for such Purchased Financing Contract. (d) As of the effective date of this Agreement, Schedule 3.18(d) sets forth a list of each Credit Enhancement constituting a Purchased Asset that is a letter of credit, certificate of deposit or stock certificate, along credit with (i) the issuer thereof, (ii) the a maximum amount drawable thereunderthereunder in excess of $50,000, principal amount thereof in the case of any Credit Enhancement in respect of any Financing Contract constituting a Purchased Asset or number of shares represented therebyAcquired ABS Asset. Except as set forth on Schedule 3.18(d), (iii) the Seller has collateral monitoring systems which accurately reflect and track the expiration or maturity date thereof, if applicable dates of all Credit Enhancements in respect of the Purchased Assets and (iv) Acquired ABS Assets which are in the physical location thereofform of letters of credit. (e) The Seller Group, through any one or more of its members, owns Each Purchased Financing Contract and has good title to each Credit Enhancement comprising part of the Purchased Assets or the Acquired ABS Assets is expressly governed by the Laws of a state of the United States, and each Obligor under a Purchased Financing Contracts, free and clear Contract comprising part of all Encumbrances other than Permitted Encumbrancesthe Purchased Assets or the Acquired ABS Assets is located in the United States. (f) Except as set forth on Schedule 3.18(f), the Seller maintains in the credit and legal files for each Purchased Financing Contract: (i) all amendments, modifications, waivers, extensions, cancellations and releases in respect of such Purchased Financing Contract, (ii) fully executed originals of each lease or note (and an executed original or a true and correct copy of all other documents) comprising such Purchased Financing Contract, related Credit Enhancements and all other Documents required by the Seller’s credit or investment approval, and (iii) documentation sufficient to establish the Original Equipment Cost of all Portfolio Property subject to such Purchased Financing Contract for purposes of determining personal property Tax liability. (g) Schedule 3.18(g) sets forth all the codes in Seller’s IKONICS financial and accounting system that identify each of the Required Consent following types of Financing Contracts: (x) “OP Rental Financing Contracts” and (y) “NCRs.” Except (i) with respect to Purchased Financing Contracts the stated contractual term of which has expired on or prior to the date hereof or which is otherwise in auto-renewal or “evergreen” status on the date hereof, and (ii) with respect to Financing Contracts identified as “NCRTs” on Schedule 5.27, none of the Purchased Financing Contracts constitute “OP Rental Financing Contracts” or “NCRs”.

Purchased Financing Contracts. (a) Except as set forth on Schedule 3.18(a), each Each Purchased Financing Contract and Credit Enhancement (i) is valid, binding and enforceable by the member of the Seller Group party thereto against the Obligor lessee, obligor or provider of such Credit Enhancement borrower thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of such member of the Seller GroupSeller, consistent with its past practices. (b) Except as set forth on Schedule 3.18(b), (i) each Purchased Financing Contract and Credit Enhancement is, or as of the Closing Date will be, in full force and effect, owned by the Seller free and clear of Encumbrances other than Permitted Encumbrances, and not subject to any defense, offset, claim, right of rescission or counterclaim by the Obligor or provider of such Credit Enhancement under such Purchased Financing Contract in the case of (with respect to a Purchased Financing Contract Contract) or by the obligor thereunder in the case of (with respect to a Credit Enhancement), or any Person claiming under any such right, that would adversely affect the validity or enforceability of such Purchased Financing Contract or Credit Enhancement in accordance with its written terms; (ii) no member of the Seller Group is not in breach of or default under any Purchased Financing Contract or Credit Enhancement, no other party is in payment breach thereof or payment default thereunder and, to the Seller's Knowledge, no other event has occurred which, with notice and/or lapse of time, would constitute a default by any member of the Seller Group or any other party thereunderSeller; (iii) no Obligor under any the Purchased Financing Contracts constitute financing of commercial transactions and, to the Knowledge of the Seller, (A) the Seller has not entered into a Purchased Financing Contract (A) has acquired any Portfolio Property, for the purpose of enabling the Obligor under such Purchased Financing Contract to acquire any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Purchased Finance Financing Contract for personal, family family, household or household agricultural use or for agricultural purposes, or (B) no Obligor is required under any applicable law Law to withhold from payments on any such Purchased Financing Contract Contracts any interest or other withholdings for the payment of Taxes to any Governmental Entity; (iv) each applicable member of the Seller Group has in its possession a fully executed original of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Purchased Financing Contract (except for Purchased OP Rental Financing Contracts that are identified by the subject of a Discounting Financing Agreementcodes set forth on Schedule 3.18(g), copies of which shall be delivered to Purchaser at Closing) and Credit Enhancement and all other documents required by each member of the Seller Group's credit or investment approval with respect to each Purchased Financing Contract; (v) no Purchased Financing Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to such member of the Seller Group a termination fee in an amount which, together with not less than the Residual and any present value of all remaining scheduled payments from date of termination equals thereunder discounted at least the Net Book Value at such time implicit rate of such Purchased Financing Contract; (vi) each member of the Seller Group has in its possession documents sufficient to establish the Original Equipment Cost of all Portfolio Property for purposes of determining personal property tax liability; (viiv) all payments pursuant to each Purchased Financing Contract are made directly to the applicable member of Seller; (vi) the Seller Group, except Purchased Financing Contracts subject to Discounted Financing Agreements; and (viii) each member of the Seller Group has approved credit applications and otherwise entered into commitments with respect to Purchased Financing Contracts (including Backlog) in a manner consistent with such member the Risk Management Policy For Leasing, collateral eligibility standards, credit quality classifications and other financing origination policies of the Seller Group's credit policies, collateral eligibility standards and credit quality classifications in effect at the time such Purchased Financing Contracts were originated; (vii) no Purchased Financing Contract is an Old Facilities Management Contract or a non-bifurcated Financing Contract under which the Seller has service and/or maintenance obligations; and otherwise complied with standards (viii) between the date hereof and Closing, no Financing Contract which (A) is accounted for on the Seller's Infolease system has been deleted therefrom except upon expiration or run off of evaluatingsuch Financing Contract provided that the Obligor is no longer making payments thereunder, originatingexcept in the ordinary course of the Business, underwriting and funding new business which are in all respects consistent with its past practices and (B) would be added to the Seller's Infolease system in the ordinary course of the Business, consistent with past practices, was not so added. (c) Except as set forth on Schedule 3.18(c), no No Purchased Financing Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement, and, except in connection with the debtor-in-possession financing under the Chapter 11 Cases agreement and under any Purchased Discounted Financing Agreement, no Purchased Financing Contract is subject to any Disposition AgreementSyndication Agreements, in each case, that is not in writing and accurately reflected in the credit and legal files for such Purchased Financing Contract. (d) As of the effective date of this Agreement, Schedule 3.18(d) sets forth a list of each Credit Enhancement constituting a Purchased Asset that is a letter of credit, certificate of deposit or stock certificate, along credit with (i) the issuer thereof, (ii) the a maximum amount drawable thereunderthereunder in excess of $50,000, principal amount thereof or number in the case of shares represented therebyany Credit Enhancement in respect of any Financing Contract constituting a Purchased Asset. Except as set forth on Schedule 3.18(d), (iii) the Seller has collateral monitoring systems which accurately reflect and track the expiration or maturity date thereof, if applicable and (iv) dates of all Credit Enhancements in respect of the physical location thereofPurchased Assets which are in the form of letters of credit. (e) The Seller Group, through any one or more of its members, owns Each Purchased Financing Contract and has good title to each Credit Enhancement comprising part of the Purchased Assets is expressly governed by the Laws of a province or territory of Canada, and each Obligor under a Purchased Financing Contracts, free and clear Contract comprising part of all Encumbrances other than Permitted Encumbrancesthe Purchased Assets is located in Canada. (f) Except as set forth on Schedule 3.18(f), the Seller maintains in the credit and legal files for each Purchased Financing Contract: (i) all amendments, modifications, waivers, extensions, cancellations and releases in respect of such Purchased Financing Contract, (ii) fully executed originals of each lease or note (and an executed original or a true and correct copy of all other documents) comprising such Purchased Financing Contract, related Credit Enhancements and all other Documents required by the Seller's credit or investment approval, and (iii) documentation sufficient to establish the Original Equipment Cost of all Portfolio Property subject to such Purchased Financing Contract for purposes of determining personal property Tax liability. (g) Schedule 3.18(g) sets forth the codes in the Seller's Infolease financial and accounting system that identify each of the following types of Purchased Financing Contracts: (i) "rental leases" and (ii) "flow- through leases." The classification of such Purchased Financing Contracts using such codes completely and accurately identifies all such Purchased Financing Contracts. (h) The list attached as Schedule 3.18(b) sets forth all current outstanding Financing Contracts of the Required Consent Seller which were originated despite material noncompliance of such Financing ContractsContract or the related Obligor with the Seller's Risk Management Policy for Leasing in effect at the time such Financing Contract was originated. Upon a Financing Contract being included in the Seller's "Historic Exceptions List", such Financing Contract remains on such list until such Financing Contract is paid (including paid upon upgrade of the relevant equipment), written off or repurchased by the Seller. (i) The Seller's Infolease System used in the Business has accounted for all Zero Dollar NBV Financing Contracts that are funded.

Purchased Financing Contracts. (a) Except as set forth on Schedule 3.18(a), each Each Purchased Financing Contract and Credit Enhancement (i) is valid, binding and enforceable by the member of the a Seller Group party thereto Entity or ABS Entity against the Obligor lessee, obligor or provider of such Credit Enhancement borrower thereunder in accordance with its written terms, except as may be limited by the Bankruptcy Exception, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of such member of the a Seller GroupEntity, consistent with its past practices. (b) Except as set forth on Schedule 3.18(b), (i) each Purchased Financing Contract and Credit Enhancement is, or as of the Closing Date will be, in full force and effect, owned by a Seller Entity (or, in the case of any ABS Asset, by an ABS Entity) free and clear of Encumbrances other than Permitted Encumbrances, and not subject to any defense, offset, claim, right of rescission or counterclaim by the Obligor or provider of such Credit Enhancement under such Purchased Financing Contract in the case of (with respect to a Purchased Financing Contract Contract) or by the obligor thereunder in the case of (with respect to a Credit Enhancement), or any Person claiming under any such right, that would adversely affect the validity or enforceability of such Purchased Financing Contract or Credit Enhancement in accordance with its written terms; (ii) no member of the Seller Group Entity or ABS Entity is in breach of or default under any Purchased Financing Contract or Credit Enhancement, no other party is in payment breach thereof or payment default thereunder and, to Seller's the Seller Entities’ Knowledge, no other event has occurred which, with notice and/or lapse of time, would constitute a default by any member of the a Seller Group Entity or any other party thereunderan ABS Entity; (iii) no Obligor under any the Purchased Financing Contracts constitute financing of commercial transactions and, to the Knowledge of the Seller Entities, (A) none of the Seller Entities has entered into a Purchased Financing Contract (A) has acquired any Portfolio Property, for the purpose of enabling the Obligor under such Purchased Financing Contract to acquire any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Purchased Finance Financing Contract for personal, family family, household or household agricultural use or for agricultural purposes, or (B) no Obligor is required under any applicable law Law to withhold from payments on any such Purchased Financing Contract Contracts any interest or other withholdings for the payment of Taxes to any Governmental Entity; (iv) each applicable member of the Seller Group has in its possession a fully executed original of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Purchased Financing Contract (except for Purchased OP Rental Financing Contracts that are identified by the subject of a Discounting Financing Agreementcodes set forth on Schedule 3.18(g), copies of which shall be delivered to Purchaser at Closing) and Credit Enhancement and all other documents required by each member of the Seller Group's credit or investment approval with respect to each Purchased Financing Contract; (v) no Purchased Financing Contract is terminable at the option of the Obligor thereunder except to the extent that such Obligor is required to pay to such member of the applicable Seller Group Entity or ABS Entity a termination fee in an amount which, together with not less than the Residual and any present value of all remaining scheduled payments from date of termination equals thereunder discounted at least the Net Book Value at such time implicit rate of such Purchased Financing Contract; (vi) each member of the Seller Group has in its possession documents sufficient to establish the Original Equipment Cost of all Portfolio Property for purposes of determining personal property tax liability; (viiv) all payments pursuant to each Purchased Financing Contract are made directly to the applicable member of the a Seller Group, except Purchased Financing Contracts subject to Discounted Financing AgreementsEntity; and (viiivi) each member of the Seller Group Entity has approved credit applications and otherwise entered into commitments with respect to Purchased Financing Contracts (including Backlog) in a manner consistent with such member of the Seller Group's credit policiesRisk Management Policy For Leasing, collateral eligibility standards and standards, credit quality classifications and other financing origination policies of IOS Capital in effect at the time and otherwise complied with standards of evaluating, originating, underwriting and funding new business which are in all respects consistent with its past practicessuch Purchased Financing Contracts were originated. (c) Except as set forth on Schedule 3.18(c), no No Purchased Financing Contract is subject to any debt subordination agreement, participation agreement, intercreditor agreement, owner trust agreement, purchase agreement, collateral sharing agreement, residual sharing agreement, remarketing agreement or vendor recourse agreement, and, except in connection with the debtor-in-possession financing under the Chapter 11 Cases agreement and under any Purchased Discounted Financing Agreement, no Purchased Financing Contract is subject to any Disposition AgreementSyndication Agreements, in each case, that is not in writing and accurately reflected in the credit and legal files for such Purchased Financing Contract. (d) As of the effective date of this Agreement, Schedule 3.18(d) sets forth a list of each Credit Enhancement constituting a Purchased Asset that is a letter of credit, certificate of deposit or stock certificate, along credit with (i) the issuer thereof, (ii) the a maximum amount drawable thereunderthereunder in excess of $50,000, principal amount thereof in the case of any Credit Enhancement in respect of any Financing Contract constituting a Purchased Asset or number of shares represented therebyABS Asset. Except as set forth on Schedule 3.18(d), IOS Capital (iiiand, after giving effect to the Pre-Closing Merger, the Seller (as successor by merger to IOS Capital)) has collateral monitoring systems which accurately reflect and track the expiration or maturity date thereof, if applicable dates of all Credit Enhancements in respect of the Purchased Assets and (iv) ABS Assets which are in the physical location thereofform of letters of credit. (e) The Seller Group, through any one or more of its members, owns Each Purchased Financing Contract and has good title to each Credit Enhancement comprising part of the Purchased Assets or the ABS Assets is expressly governed by the Laws of a state of the United States, and each Obligor under a Purchased Financing Contracts, free and clear Contract comprising part of all Encumbrances other than Permitted Encumbrancesthe Purchased Assets or the ABS Assets is located in the United States. (f) Except as set forth on Schedule 3.18(f), the Seller Entities maintain in the credit and legal files for each Purchased Financing Contract: (i) all amendments, modifications, waivers, extensions, cancellations and releases in respect of such Purchased Financing Contract, (ii) fully executed originals of each lease or note (and an executed original or a true and correct copy of all other documents) comprising such Purchased Financing Contract, related Credit Enhancements and all other Documents required by the applicable Seller Entity’s credit or investment approval, and (iii) documentation sufficient to establish the Original Equipment Cost of all Portfolio Property subject to such Purchased Financing Contract for purposes of determining personal property Tax liability. (g) Schedule 3.18(g) sets forth the codes in IOS Capital’s IKONICS financial and accounting system that identify each of the following types of Purchased Financing Contracts: (i) ”OP Rental Financing Contracts” and (ii) ”NCRs.” The classification of such Purchased Financing Contracts using such codes completely and accurately identifies all such Purchased Financing Contracts. (h) The list attached as Section 3.18(b) sets forth all current outstanding Financing Contracts of IOS Capital as to which IOS Capital has recourse against the Seller as a result of IOS Capital originating such Financing Contract, at the request of the Required Consent Seller, despite material noncompliance of such Financing ContractsContract or the related Obligor with IOS Capital’s Risk Management Policy for Leasing in effect at the time such Financing Contract was originated. Upon a Financing Contract being included in IOS Capital’s “Historic Exceptions List”, such Financing Contract remains on such list until such Financing Contract is paid (including paid upon upgrade of the relevant equipment), written off or repurchased by the Seller.