Eligible Leases Clause Samples

Eligible Leases. Each Eligible Lease is (assuming due authorization, execution and delivery by the applicable Lessee) valid and enforceable in accordance with its terms, all sums payable thereunder will be payable in the amounts and at the times stated therein, and no part thereof will have been prepaid, released or modified, or encumbered or disposed of by the Debtor; any and all sums of money previously paid by any Lessee thereunder as advance payments or deposit of security shall have been fully disclosed to the Agent; each Eligible Lease has been entered into by the Debtor in the ordinary course of business, has been authorized and executed by bona fide, legally competent Lessees, which Lessees were approved by the Debtor with respect to the Lease to which it is a party based upon the Debtor’s normal credit practices, is the entire agreement with each such Lessee relating to the Equipment covered thereby, has not been modified, cancelled or waived in any respect, and none of the Agent’s rights thereunder have been released, modified, encumbered or disposed of; any consent, approval, authorization of, or registration, declaration or filing with, any governmental authority (federal, state or local, domestic or foreign) required in connection with the execution, delivery or performance of any Eligible Lease by the Debtor have been obtained; the Equipment covered by any Eligible Lease is in good working order and is in a condition which complies with the terms and conditions of such Lease; each Eligible Lease is in full force and effect and, at the time such Eligible Lease is assigned to the Agent, the Lessee is not in default thereunder; and all financial and credit information that the Debtor may at any time furnish to the Agent relating to the Lessee under each Eligible Lease will, to the best of the Debtor’s knowledge, be true, complete and not misleading.

Eligible Leases. Each Lease that is identified by Company as an Eligible Lease in a Borrowing Base Certificate satisfies all of the criteria set forth in the definition of Eligibility Criteria.

Eligible Leases. With respect to each Eligible Lease financed by a Loan: 4.19.1 Borrower maintains in its possession each of the following: (a) valid lease documentation, including, without limitation, the original master lease agreement, or a copy thereof and original lease schedules, together with all amendments, modifications, supplements or addenda made, or schedules attached, thereto; (b) the purchase agreement and assignment of lease, or ▇▇▇▇ of sale, as applicable; (c) invoices with respect to Equipment subject to the Lease, together with evidence of payment to the vendor or supplier of the Equipment; (d) the original equipment acceptance executed by the obligor under the Lease; and (e) certificates of title for the Equipment subject to the Lease, if applicable; 4.19.2 No material default exists under the Lease; provided that a payment delinquency under the Lease of less than sixty (60) days shall not constitute a material default;

Eligible Leases. A list of all Eligible Engines and/or items of Eligible Equipment (other than Eligible Parts) subject to a Lease in effect as of the Closing Date is set forth in Schedule 5.23.

Eligible Leases. Each Substitute Lease shall be an Eligible Lease the transfer of which to the Trust shall be subject to the satisfaction of the conditions set forth in Section 2.6(b).

Eligible Leases. Not permit the product of (i) the net book value of the Eligible Leased Assets times (ii) ninety percent (90%) to exceed, at any time, the Equipment cost with respect to the Eligible Leases.

Eligible Leases. The Company hereby certifies and warrants to you that the following is a true and correct computation of the Eligible Leased Assets requirement set forth in Section 11.17 of the Credit Agreement: A. Net Book Value of Eligible Leased Assets: $ B. Equipment cost with respect to Eligible Leased Assets: $ Covenant Level: [(.90) times (A)] shall not exceed [B] The Company further certifies to you that no Event of Default or Unmatured Event of Default has occurred and is continuing. The Company has caused this Certificate to be executed and delivered by its duly authorized officer on , 20 . WINMARK CORPORATION By: Name: Title: To: LaSalle Bank National Association (the “Administrative Agent”) Please refer to the Amended and Restated Credit Agreement dated as of June 10, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Winmark Corporation (the “Company”) and its subsidiaries (together with the Company, the “Loan Parties”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”), as Administrative Agent for the Lenders, and THE PRIVATEBANK AND TRUST COMPANY, as Documentation Agent. Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Company hereby certifies and warrants to the Lender that at the close of business on , (the “Calculation Date”), the Borrowing Base was $ , computed as set forth on the schedule attached hereto. The Company has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on , 20 . WINMARK CORPORATION By: Name: Title: A. Availability Created by Eligible Equipment Leases Net book value of Eligible Leased Assets $ Advance Rate 0.90 Availability created by Eligible Leased Assets $ Availability created by Eligible Equipment Leases $ B. Availability Created by Income from Operation of Franchising and Corporate Segments TTM EBITDA of Franchising Segment $ TTM EBITDA of Corporate Segment $ Total $ Advance Rate 2.00 Availability created by EBITDA of Franchising and Corporate Segments $ Total Availability: Lesser of (A+B) and $55,000,000 $ Less Outstandings: $ Excess Availability $ THIS MASTER LETTER OF CREDIT AGREEMENT (this “Agreement”) is issued by the undersigned applicant (the “Applicant”) in favor of LaSalle Bank National Association (together with its affiliates as set forth in Sect...

Eligible Leases. Such Lease is to an Obligor which (i) is located at an address in the United States or Puerto Rico, (ii) is not an Affiliate of the Transferor and (iii) is not an agency, a department, an instrumentality or a political subdivision of the United States or of any state or local government or any foreign government or an agency or instrumentality thereof.

Eligible Leases. The term Eligible Leases shall mean the lease agreements, whether an existing lease or a renewal or substitution thereof, reflecting Borrower as lessor and pertaining to the lease of a vehicle, and which satisfies the following criteria: