Representations and Warranties of Trans Leasing. Trans Leasing makes the following representations and warranties for the benefit of TLFC and any Secured Party, on which TLFC relies and will rely in accepting the contribution of the Contributed Assets and any Additional Assets and purchasing the Purchased Assets and any Additional Assets. Unless otherwise indicated, such representations and warranties, with respect to the Contributed Assets and the Purchased Assets, speak as of the Closing Date and, with respect to any Additional Assets, as of the related Addition Date, but in each case will survive the contribution and sale of the Assets to TLFC, and the grant of a security interest therein to any Secured Party. (a) Representations and Warranties with respect to the Assets. As to the Assets: (i) the information with respect to the Leases and the Equipment in the Contributed Lease Schedule, the Purchased Lease Schedule or any Additional Lease Schedule, as the case may be, is true and correct in all material respects; (ii) no provision of any Lease has been waived, altered or modified in any respect, except by an instrument or document contained in the related Lease File and except with respect to a Skipped Payment (as defined in the Servicing Agreement); (iii) each Lease is a valid and binding payment obligation of the related Lessee and is enforceable in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and (B) general principles of equity (whether considered in a suit at law or in equity); (iv) the Leases are not and will not be subject to rights of rescission, setoff, counterclaim or defense; (v) the Leases, at the time they were made, did not violate applicable state or federal laws; (vi) each Lease contains provisions requiring the Lessee to assume all risk of loss or malfunction of the related Equipment; (vii) all action will have been taken by Trans Leasing to transfer all its right, title and interest in, to and under the Leases and the related Equipment to TLFC; (viii) each party to a Lease had the authority and legal capacity to execute such Lease at the time that it did so; (ix) no Asset has been sold, transferred, assigned or pledged by Trans Leasing to any Person (other than TLFC), and immediately prior to contributing or selling such Asset to TLFC, Trans Leasing is the sole owner of, and holder of title to, the Leases, the Equipment (or a security interest therein) and the other Assets free and clear of any Liens (except for the interests of Lessees under the Leases), and immediately following the transfer by Trans Leasing to TLFC of the Assets, the Assets will be free and clear of all Liens (except for the interests of Lessees under the Leases); (x) no Lease requires the substitution, addition or exchange of any item of Equipment which would result in any reduction of the Scheduled Lease Payments pursuant to such Lease;
Appears in 1 contract
Samples: Contribution and Sale Agreement (Trans Leasing International Inc)
Representations and Warranties of Trans Leasing. Trans Leasing confirms and makes the following representations and warranties for the benefit of TLFC and any Secured Partythe Interested Parties, on which TLFC relies has relied and will rely in accepting the contribution of the Contributed Assets and any Additional Assets and purchasing the Purchased Assets and any Additional Assetson which the Interested Parties will rely in connection with the transactions contemplated by the Pooling and Servicing Agreement. Unless otherwise indicated, such representations and warranties, with respect to the Contributed Assets and the Purchased (other than any Additional Assets), speak as of the Closing Date and, with respect to any Additional Assets, as of the related Addition Date, but in each case will survive the contribution and the sale of the Assets to TLFC, TLFC and the transfer or grant of a security interest therein to any Secured Interested Party.
(a) Representations and Warranties with respect to the Assets. As to the Assets:
(i) the information with respect to the Leases and the related Equipment in the Contributed Lease Schedule, the Purchased Lease Schedule or any Additional Lease Schedule, as the case may be, is true and correct in all material respects;
(ii) no provision of any Lease has been waived, altered or modified in any respect, except by an instrument or document contained in the related Lease File and except with respect to a Skipped Payment (as defined in the Pooling and Servicing Agreement);
(iii) each Lease is a valid and binding payment obligation of the related Lessee and is enforceable in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally generally, and (B) general principles of equity (whether considered in a suit at law or in equity);
(iv) the Leases are not and will not be subject to rights of rescission, setoff, counterclaim or defense;
(v) the Leases, at the time they were made, did not violate applicable state or federal laws;
(vi) each Lease contains provisions requiring the Lessee to assume all risk of loss or malfunction of the related Equipment;
(vii) except as set forth in the provisos of Sections 2.02(e) and 2.03(b), all action has or will have been be taken by Trans Leasing to transfer all its right, title and interest in, to and under the Leases and the related Equipment to TLFC;
(viii) each party to a Lease had the authority and legal capacity to execute such Lease at the time that it did so;
(ix) no Asset has been sold, transferred, assigned or pledged by Trans Leasing to any Person (other than TLFC), and immediately prior to contributing or selling such Asset to TLFC, Trans Leasing is the sole owner of, and holder of title to, the Leases, the related Equipment (or a security interest therein) and the other Assets free and clear of any Liens (except for the interests of Lessees under the Leases), and immediately following the transfer by Trans Leasing to TLFC of the Assets, the Assets will be free and clear of all Liens (except for the interests of Lessees under the LeasesLeases and interests of the Interested Parties); ;
(x) no Lease requires the substitution, addition or exchange of any item of Equipment which would result in any reduction of the Scheduled Lease Payments pursuant to such Lease;
(xi) there is only one secured party's original of each Lease that constitutes "chattel paper" for purposes of the UCC and such original has not been delivered to any Person other than the Servicer pursuant to the Pooling and Servicing Agreement;
(xii) Trans Leasing has duly fulfilled in all material respects all obligations on its part in connection with the Leases and has done nothing to materially impair the rights of TLFC or any Interested Party in the Leases or the proceeds with respect thereto;
(xiii) to the best of Trans Leasing's knowledge, no proceedings or investigations are pending or have been threatened asserting the invalidity of any Lease or seeking any determination or ruling that might adversely and materially affect the validity or enforceability of any Lease;
(xiv) except as set forth in the provisos of Sections 2.02(e) and 2.03(b), all filings necessary to evidence the contribution and sale of the Leases to TLFC have been made in all appropriate jurisdictions;
(xvi) each Lessee's billing address is in the United States;
(xvii) all payments under the Leases are required to be made in United States dollars;
(xviii) the substance of each Lease is substantially similar to one of the forms of Lease in Exhibit C attached hereto, except that any guaranty provision may have been varied or deleted and any purchase option at Lease termination may be contained in a separate side letter; provided that any variation or deletion will not cause any representation herein with respect to such Lease to be untrue and will not reasonably be expected to adversely affect the transactions contemplated by this Agreement and the Pooling and Servicing Agreement;
(xix) each of the Leases satisfies the criteria set forth on the Lease Criteria Schedule attached hereto;
(xx) the Lease Schedule (as attached hereto) is a true and complete list of all Leases and each Additional Lease Schedule will be a true and complete list of all Additional Leases to be transferred on the related Addition Date, in each case identified by, among other things, its Lease Number, its original Equipment cost, the effective date of such Lease, the original term of such Lease, and the amount of Scheduled Lease Payments pursuant to such Lease, in each case as of the Cut-Off Date or the related Addition Cut-Off Date, respectively; and
(xxi) (A) as of the Closing Date, the Leases satisfy, as of the Cut-Off Date, the criteria set forth on the Specified Portfolio Characteristics Schedule attached hereto and (B) as of any Addition Date, the addition of the related Additional Leases will not cause any of the criteria set forth on the attached Specified Portfolio Characteristics Schedule attached hereto not to be satisfied as of the related Addition Cut-Off Date or, if any of such criteria are not satisfied as of the first day of the month in which the related Addition Date occurs (without giving effect to the addition of such Additional Leases), such addition will not increase the amount by which such criteria are not satisfied (in each case, based on the characteristics of such Additional Leases as of the related Addition Cut-Off Date).
Appears in 1 contract
Samples: Contribution and Sale Agreement (Tl Lease Funding Corp Iv)
Representations and Warranties of Trans Leasing. Trans Leasing confirms and makes the following representations and warranties for the benefit of TLFC and any Secured Partythe Interested Parties, on which TLFC relies has relied in issuing the Common Stock and has relied and will rely in accepting the contribution of the Contributed Assets and any Additional Assets and purchasing the Purchased Assets and any Additional Assetson which the Interested Parties will rely in connection with the transactions contemplated by the Pooling and Servicing Agreement. Unless otherwise indicated, such representations and warranties, with respect to the Contributed Assets and the Purchased (other than any Additional Assets), speak as of the Closing Date and, with respect to any Additional Assets, as of the related Addition Date, but in each case will survive the contribution and the sale of the Assets to TLFC, TLFC and the transfer or grant of a security interest therein to any Secured Interested Party.
(a) Representations and Warranties with respect to the Assets. As to the Assets:
(i) the information with respect to the Leases and the related Equipment in the Contributed Lease Schedule, the Purchased Lease Schedule or any Additional Lease Schedule, as the case may be, is true and correct in all material respects;
(ii) no provision of any Lease has been waived, altered or modified in any respect, except by an instrument or document contained in the related Lease File and except with respect to a Skipped Payment (as defined in the Pooling and Servicing Agreement);
(iii) each Lease is a valid and binding payment obligation of the related Lessee and is enforceable in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and (B) general principles of equity (whether considered in a suit at law or in equity);
(iv) the Leases are not and will not be subject to rights of rescission, setoff, counterclaim or defense;
(v) the Leases, at the time they were made, did not violate applicable state or federal laws;
(vi) each Lease contains provisions requiring the Lessee to assume all risk of loss or malfunction of the related Equipment;
(vii) except as set forth in the provisos of Sections 2.02(e) and 2.03(b), all action has or will have been be taken by Trans Leasing to transfer all its right, title and interest in, to and under the Leases and the related Equipment to TLFC;
(viii) each party to a Lease had the authority and legal capacity to execute such Lease at the time that it did so;
(ix) no Asset has been sold, transferred, assigned or pledged by Trans Leasing to any Person (other than TLFC), and immediately prior to contributing or selling such Asset to TLFC, Trans Leasing is the sole owner of, and holder of title to, the Leases, the related Equipment (or a security interest therein) and the other Assets free and clear of any Liens (except for the interests of Lessees under the Leases), and immediately following the transfer by Trans Leasing to TLFC of the Assets, the Assets will be free and clear of all Liens (except for the interests of Lessees under the LeasesLeases and interests of the Interested Parties); (x) no Lease requires the substitution, addition or exchange of any item of Equipment which would result in any reduction of the Scheduled Lease Payments pursuant to such Lease;
Appears in 1 contract
Samples: Contribution and Sale Agreement (Trans Leasing International Inc)
Representations and Warranties of Trans Leasing. Trans Leasing makes the following representations and warranties for the benefit of TLFC and any Secured Party, on which TLFC relies and will rely in accepting the contribution of the Contributed Assets and any Additional Assets and purchasing the Purchased Assets and in accepting the contribution of and purchasing any Additional Assets. Unless otherwise indicated, such representations and warranties, with respect to the Contributed Assets and the Purchased Assets, speak as of the Closing Date and, with respect to any Additional Assets, as of the related Addition Date, but in each case will survive the contribution and sale of the Assets to TLFC, and the grant of a security interest therein to any Secured Party.
(a) Representations and Warranties with respect to the Assets. As to the Assets:
(i) the information with respect to the Leases and the Equipment in the Contributed Lease Schedule, the Purchased Lease Schedule or any Additional Lease Schedule, as the case may be, is true and correct in all material respects;
(ii) no provision of any Lease has been waived, altered or modified in any respect, except by an instrument or document contained in the related Lease File and except with respect to a Skipped Payment (as defined in the Servicing Agreement);
(iii) each Lease is a valid and binding payment obligation of the related Lessee and is enforceable in accordance with its terms, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights generally and (B) general principles of equity (whether considered in a suit at law or in equity);
(iv) the Leases are not and will not be subject to rights of rescission, setoff, counterclaim or defense;
(v) the Leases, at the time they were made, did not violate applicable state or federal laws;
(vi) each Lease contains provisions requiring the Lessee to assume all risk of loss or malfunction of the related Equipment;
(vii) except as set forth in the provisos of Sections 2.02(c) and 2.03(b), all action will have been taken by Trans Leasing to transfer all its right, title and interest in, to and under the Leases and the related Equipment to TLFC;
(viii) each party to a Lease had the authority and legal capacity to execute such Lease at the time that it did so;
(ix) no Asset has been sold, transferred, assigned or pledged by Trans Leasing to any Person (other than TLFC), and immediately prior to contributing or selling such Asset to TLFC, Trans Leasing is the sole owner of, and holder of title to, the Leases, the Equipment (or a security interest therein) and the other Assets free and clear of any Liens (except for the interests of Lessees under the Leases), and immediately following the transfer by Trans Leasing to TLFC of the Assets, the Assets will be free and clear of all Liens (except for the interests of Lessees under the LeasesLeases and Liens contemplated by the Credit Agreement); ;
(x) no Lease requires the substitution, addition or exchange of any item of Equipment which would result in any reduction of the Scheduled Lease Payments pursuant to such Lease;
(xi) there is only one secured party's original of each Lease that constitutes "chattel paper" for purposes of the UCC and such original has not been delivered to any Person other than the Secured Party or the Servicer pursuant to the Servicing Agreement;
(xii) Trans Leasing has duly fulfilled in all material respects all obligations on its part in connection with the Leases and has done nothing to materially impair the rights of TLFC and the Secured Party in the Leases or the proceeds with respect thereto;
(xiii) to the best of Trans Leasing's knowledge, no proceedings or investigations are pending or have been threatened asserting the invalidity of any Lease or seeking any determination or ruling that might adversely and materially affect the validity or enforceability of any Lease;
(xiv) all filings necessary to evidence the contribution and sale of the Leases to TLFC have been made in all appropriate jurisdictions;
(xv) none of the Lessees are, to Trans Leasing's knowledge, the subject of bankruptcy or other insolvency proceedings;
(xvi) each Lessee's billing address is in the United States;
(xvii) all payments under the Leases are required to be made in United States dollars;
(xviii) the substance of each Lease is substantially similar to one of the forms of Lease in Exhibit D attached hereto, except that any guaranty provision may have been varied or deleted and any purchase option at Lease termination may be contained in a separate side letter; provided that any variation or deletion will not cause any representation herein with respect to such Lease to be untrue and will not reasonably be expected to adversely affect the transactions contemplated by this Agreement and the Credit Agreement;
(xix) each of the Leases satisfies the criteria set forth on the Lease Criteria Schedule attached hereto (as such schedule may be amended by Trans Leasing and TLFC from time to time to reflect the criteria required by any then applicable Debt Agreement);
(xx) the Contributed Lease Schedule is a true and complete list of all Contributed Leases, the Purchased Lease Schedule is a true and complete list of all Purchased Leases and each Additional Lease Schedule will be a true and complete list of all Additional Leases to be transferred on the related Addition Date, in each case identified by, among other things, its Lease Number, its original Equipment cost, the effective date of such Lease, the original term of such Lease, and the amount of Scheduled Lease Payments pursuant to such Lease, in each case as of the Initial Cut-Off Date or the related Additional Cut-Off Date, as appropriate; and
(xxi) (A) as of the Closing Date, the Purchased Leases and the Contributed Leases satisfy, as of the Initial Cut-Off Date, the criteria set forth on the Specified Portfolio Characteristics Schedule attached hereto, (B) as of any Addition Date, the addition of the related Additional Leases does not cause any of the criteria set forth on the attached Specified Portfolio Characteristics Schedule attached hereto (as such schedule may be amended by Trans Leasing and TLFC from time to time to reflect the criteria required by any then applicable Debt Agreement) not to be satisfied as of the related Additional Cut-Off Date or, if any of such criteria are not satisfied as of the first day of the month in which the related Addition Date occurs (without giving effect to the addition of such Additional Leases), such addition does not increase the amount by which such criteria are not satisfied (in each case, based on the characteristics of such Additional Leases as of the related Additional Cut-Off Date) and (C) if so agreed by Trans Leasing and TLFC at such time, as of any Addition Date (or other specified date), the Leases, as of the related Additional Cut-Off Date (or other specified date), satisfy such criteria.
(b) Representations and Warranties with respect to Trans Leasing. As to Trans Leasing:
Appears in 1 contract
Samples: Contribution and Sale Agreement (Trans Leasing International Inc)
