Common use of Eligible Leases Clause in Contracts

Eligible Leases. As to each Lease that is identified as an Eligible Lease in a Borrowing Base Certificate submitted by or on behalf of Borrower to Agent: (a) such Lease (i) evidences a bona fide existing payment obligation of the applicable Account Debtor created by the lease of personal property to such Account Debtor in the ordinary course of Borrower (or its predecessor in interest’s) business, (ii) is unconditionally owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Lease; (b) each Eligible Lease has been documented on the Approved Forms in accordance with the Required Procedures and all Applicable Laws; (c) the original amount scheduled payments, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (d) neither Servicer nor Borrower has received notice of (i) actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor obligated on any Eligible Lease, (ii) any actual or threatened litigation regarding the validity or enforceability of any Eligible Lease, or (iii) any lien on other collateral securing any Eligible Lease; (e) neither Servicer nor Borrower has knowledge of any other fact that is reasonably likely to impair the validity or collectibility of such Lease; (f) since delivery of such report to Agent, such Lease has not been amended nor any requirements relating thereto waived without the prior written consent of Agent, other than an extension or modification in accordance with the Required Procedures then in effect; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions except with respect to (i) finance Leases covering Equipment with an original cost less than $25,000 and (ii) operating Leases covering Equipment with an original cost less than $50,000; (h) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible Lease, and all related documents and Books, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i) the Original Contract delivered to Custodian is the one and only original of the Lease; and (j) such Lease and all related Contract Assets are subject to a first priority security interest in favor of Agent.

Eligible Leases. As to each The Loan Agreement is hereby amended by deleting the definition of "Eligible Lease(s)" contained in Section 1.1 of the Loan Agreement and replacing it with the following: "Eligible Lease(s) - Each Lease that is identified as an Eligible Lease in a Borrowing Base Certificate submitted by or on behalf which meets all of Borrower to Agentthe following specifications: (a1) such Lease is not subject to any Lien, security interest or prior assignment other than Agent's security interest for the benefit of Lenders and the rights of the Lessee's thereunder; (i2) evidences is a bona fide existing payment valid enforceable Lease, representing the undisputed obligation of the applicable Account Debtor created Lessee, with rentals due thereunder not more than sixty-one (61) days contractually past due; (3) is not subject to any defense, setoff, counterclaim, deduction, allowance or adjustment; (4) unless otherwise agreed to in writing by Agent, provides for the lease of personal property to such Account Debtor Leased Property with an aggregate invoice price of less than $1,500,000; (5) provides for the lease of Leased Property which has not been returned, rejected, lost or damaged; (6) arose in the ordinary course of Borrower (or its predecessor in interest’s) Borrowers' business, (ii) is unconditionally owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Lease; (b7) each Eligible Lease has been documented on the Approved Forms in accordance with the Required Procedures and all Applicable Laws; (c) the original amount scheduled payments, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (d) neither Servicer nor Borrower has Borrowers have not received notice of (i) actual or imminent bankruptcy, insolvencyreceivership, reorganization, insolvency or material impairment of adverse change in the financial condition of the Lessee; (8) the Lessee has not a Subsidiary or Affiliate of Borrowers; (9) is not Defaulted Lease and complies with all general warranties set forth in Section 5.17 hereof; (10) does not have an initial stated term in excess of seventy-two (72) months, provided, however, that lease(s) with an initial stated term of up to ninety-six (96) months may be considered Eligible Leases so long as the aggregate Lease Receivable(s) of all such Lease(s) shall, at no time, exceed Two Million Dollars ($2,000,000); (11) has not, in the case of Revolving Credit Loans, been pledged to Agent and/or Lenders for a period of more than twelve (12) months; (12) contains a provision whereby the Lessee agrees not to assert any Account Debtor obligated on any Eligible Leaseclaim or reduction, (ii) any actual or threatened litigation regarding the validity or enforceability of any Eligible Leasecounterclaim, setoff, recoupment, or (iii) any lien on other collateral securing claim, allowance or adjustment against any Eligible Leaseassignee of Borrowers; (e13) neither Servicer nor Borrower has knowledge of any is a Lease with a Lease Receivable, which together with all other fact that is reasonably likely to impair Lease Receivables owed by the validity or collectibility of such Leasesame Lessee does not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) in the aggregate; (f14) since delivery Borrowers are in possession of such report the Lessee's original signatures pages to Agent, such the Lease has not been amended nor any requirements relating thereto waived without the prior written consent or are in possession of Agent, other than an extension or modification in accordance with the Required Procedures then in effect; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions except with respect to (i) finance Leases covering Equipment with an original cost less than $25,000 and (ii) operating Leases covering Equipment with an original cost less than $50,000; (h) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible a Facsimile Lease, and all related documents and Books, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i15) the Original Contract delivered to Custodian is Lessee's chief executive office and the one and only original of the Lease; and (j) Leased Property under such Lease and all related Contract Assets are subject to a first priority security interest is located in favor of Agentthe continental United States."

Eligible Leases. As to each Lease that is identified as an Eligible Lease in a Borrowing Base Certificate submitted by or on behalf of Borrower as an Eligible Lease in the most recent Borrowing Base Certificate submitted to AgentLender, as of the date of such certificate: (ai) such Lease (i) evidences a bona fide existing payment obligation of the applicable Account Debtor created by the lease of personal property to such Account Debtor in the ordinary course of Borrower (or its predecessor in interest’s) Borrower’s business, (ii) is such Lease has been originated by, or transferred or assigned to, Borrower and is, or upon such transfer, will be, unconditionally owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) such Lease is a Borrower Lease and is not or would not be excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible LeaseLeases, except to the extent indicated on such certificate; (biv) each Eligible such Lease has been documented on the Approved Forms in accordance with the Required Procedures and all Applicable LawsProcedures; (c) the original amount scheduled payments, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (dv) neither Servicer nor Borrower has received notice of (i) actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor obligated on any Eligible such Lease, except to the extent that such fact has been taken into account in excluding amounts owing under such Lease as ineligible by virtue of the excluding criteria set forth in the definition of Eligible Leases; (iivi) neither Servicer nor Borrower has received notice of any actual or threatened litigation regarding the validity or enforceability of any Eligible Lease, such Lease or (iii) any lien on other collateral securing any Eligible Lease; (e) neither Servicer nor Borrower has knowledge of any other fact that is reasonably likely to impair the validity or collectibility of such Lease; (fvii) since delivery of such report to Agent, such Lease is subject to a first-priority security interest in favor of Lender, (viii) Borrower has not been amended nor any requirements relating thereto waived without the prior written consent of Agent, other than an extension or modification in accordance with the Required Procedures then in effect; (g) duly filed financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions (except with respect to the extent not required by Section 4.8) or, if applicable, has delivered to Custodian to hold for the benefit of Lender (ior shall deliver to Lender or the Custodian to hold for the benefit of Lender promptly upon receipt thereof by Borrower) finance Leases covering a Certificate of Title for the Equipment covered by such Lease naming Borrower as owner and Lender as first lienholder, or a Certificate of Title for the Equipment covered by such Lease naming Account Debtor as owner and Borrower as first lienholder, together with an original cost less than $25,000 assignment of such Lien to Lender; and (ii) operating Leases covering Equipment with an original cost less than $50,000; (hix) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible such Lease, and all related documents and Books, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i) the Original Contract delivered to Custodian is the one and only original of the Lease; and (j) such Lease and all related Contract Assets are subject to a first priority security interest in favor of Agent.

Eligible Leases. As to each Lease that is identified as an Eligible Lease in a Borrowing Base Certificate submitted by or on behalf of Borrower to Agent: (a) such Each Eligible Lease (i) evidences is hereby duly collaterally assigned by Borrower to Lender and, together with the Inventory and Equipment leased thereunder, subject to the first priority, valid and perfected security interest of Lender and such assignment does not conflict with or constitute a bona fide existing payment obligation breach of any agreement of Borrower with any other Person; (ii) is valid, binding and enforceable upon Borrower and the applicable Lessee in accordance with its terms and represents valid obligations thereunder of such Lessee; (iii) is in full force and effect and, together with the Inventory or Equipment leased thereunder, is owned by Borrower free and clear of any liens or security interests except in favor of Lender; (iv) at the time of the applicable Account Debtor created assignment to Lender, is not in default by Borrower; (v) has been executed by the lease applicable Lessee, which execution has been confirmed by Borrower and the Lease Receivables owed thereunder is unconditionally owed by the Lessee thereunder to Borrower. (b) The only original executed copy of personal property each Eligible Lease shall at all times be in the possession of the Lender. (c) Borrower shall notify Lender promptly of any event or circumstance which, to such Account Debtor Borrower’s knowledge, would adversely affect in any material respect the collectability or value of any material portion of any Eligible Lease. Borrower shall not materially reduce or waive the monthly payment due on any Eligible Lease, without Lender’s prior written consent. So long as no Default exists or has occurred and is continuing, Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Lessee. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any Lessee or grant any credits, discounts or allowances. (d) With respect to each Eligible Lease: (i) no payments shall be made thereon except payments immediately delivered to a Blocked Account; (ii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Lessee except in accordance with this Agreement and except for credits, discounts, allowances or extensions made or given in the ordinary course of Borrower (or its predecessor the Borrower’s business in interest’s) business, (ii) is unconditionally owed accordance with practices and policies previously disclosed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, Lender; and (iii) is not excluded as ineligible by virtue of one or more none of the excluding criteria set forth transactions under any Eligible Lease will violate any applicable State or Federal laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations and all such documentation will be legally enforceable in accordance with its terms. (e) Lender shall have the right at any time or times, in Lender’s name or in the definition name of a nominee of Lender, to verify the validity, amount or any other matter relating to the Eligible Leases by mail, telephone, facsimile transmission or otherwise in accordance with Lender’s customary practices. (f) Borrower shall deliver to the Lender, without endorsement and assignment language thereon, the original signed copies of the Eligible Leases, except as Lender may otherwise agree in writing. (g) With respect to the Eligible Leases, Borrower shall affix a stamp on the face of each original Eligible Lease; , and on all carbon copies or photocopies thereof, that such Eligible Lease is subject to the security interest and lien of Lender. (bh) each Lender may, at any time or times that an Event of Default exists or has occurred and is continuing: (i) notify a Lessee that the applicable Eligible Lease has been documented on the Approved Forms in accordance with the Required Procedures assigned to Lender and all Applicable Lawsthat Lender has a security interest therein and Lender may direct such Lessee to make payments thereunder directly to Lender; (c) the original amount scheduled payments, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (d) neither Servicer nor Borrower has received notice of (i) actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor obligated on any Eligible Lease, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any actual terms or threatened litigation regarding conditions, any and all lease payments thereunder and thereby discharge or release Lessee or any other party or parties in any way liable for payment thereof without affecting any of the validity Obligations; (iii) demand, collect or enforceability enforce payment of any Eligible LeaseLease Receivables or such other obligations, or (iii) but without any lien on other collateral securing any Eligible Lease; (e) neither Servicer nor Borrower has knowledge of any other fact that is reasonably likely duty to impair the validity or collectibility of such Lease; (f) since delivery of such report to Agent, such Lease has not been amended nor any requirements relating thereto waived without the prior written consent of Agent, other than an extension or modification in accordance with the Required Procedures then in effect; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions except with respect to (i) finance Leases covering Equipment with an original cost less than $25,000 and (ii) operating Leases covering Equipment with an original cost less than $50,000; (h) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible Leasedo so, and all related documents and Books, and no participation interest Lender shall not be liable for its failure to collect or other ownership interest (legal, beneficial enforce the payment thereof nor for the negligence of its agents or otherwise) has been sold or is otherwise outstanding attorneys with respect thereto; (i) the Original Contract delivered to Custodian is the one and only original of the Lease; and (jiv) such Lease and all related Contract Assets are subject to a first priority security interest in favor take whatever other action Lender may deem necessary or desirable for the protection of Agentits interests.

Eligible Leases. As to each Lease that is identified as an Each Eligible Lease in a Borrowing Base Certificate submitted is (assuming due authorization, execution and delivery by or on behalf of Borrower to Agent: (a) such Lease (i) evidences a bona fide existing payment obligation of the applicable Account Debtor created 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 lease Debtor; any and all sums of personal property money previously paid by any Lessee thereunder as advance payments or deposit of security shall have been fully disclosed to such Account the Agent; each Eligible Lease has been entered into by the Debtor in the ordinary course of Borrower (or its predecessor in interest’s) business, (ii) 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 unconditionally owed a party based upon the Debtor’s normal credit practices, is the entire agreement with each such Lessee relating to Borrower without the Equipment covered thereby, has not been modified, cancelled or waived in any known defensesrespect, disputesand none of the Agent’s rights thereunder have been released, offsetsmodified, counterclaimsencumbered or disposed of; any consent, approval, authorization of, or rights of return registration, declaration or cancellationfiling with, and any governmental authority (iiifederal, state or local, domestic or foreign) is not excluded as ineligible by virtue of one or more of the excluding criteria set forth required in the definition of Eligible Lease; (b) each Eligible Lease has been documented on the Approved Forms in accordance connection with the Required Procedures and all Applicable Laws; (c) the original amount scheduled paymentsexecution, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (d) neither Servicer nor Borrower has received notice of (i) actual delivery or imminent bankruptcy, insolvency, or material impairment of the financial condition of any Account Debtor obligated on any Eligible Lease, (ii) any actual or threatened litigation regarding the validity or enforceability performance of any Eligible Lease, or (iii) any lien on other collateral securing Lease by the Debtor have been obtained; the Equipment covered by any Eligible Lease; (e) neither Servicer nor Borrower has knowledge of any other fact that Lease is reasonably likely to impair in good working order and is in a condition which complies with the validity or collectibility terms and conditions of such Lease; (f) since delivery of each Eligible Lease is in full force and effect and, at the time such report Eligible Lease is assigned to the Agent, such Lease has the Lessee is not been amended nor any requirements relating thereto waived without the prior written consent of Agent, other than an extension or modification in accordance with the Required Procedures then in effectdefault thereunder; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions except with respect to (i) finance Leases covering Equipment with an original cost less than $25,000 and (ii) operating Leases covering Equipment with an original cost less than $50,000; (h) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible Lease, and all related documents financial and Bookscredit information that the Debtor may at any time furnish to the Agent relating to the Lessee under each Eligible Lease will, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i) to the Original Contract delivered to Custodian is the one and only original best of the Lease; Debtor’s knowledge, be true, complete and (j) such Lease and all related Contract Assets are subject to a first priority security interest in favor of Agentnot misleading.

Eligible Leases. As to each The Loan Agreement is hereby amended by deleting the definition of "Eligible Lease(s)" contained in Section 1.1 of the Loan Agreement and replacing it with the following: "Eligible Lease(s) - Each Lease that is identified as an Eligible Lease in a Borrowing Base Certificate submitted by or on behalf which meets all of Borrower to Agentthe following specifications: (a1) such Lease is not subject to any Lien, security interest or prior assignment other than Agent's security interest for the benefit of Lenders and the rights of the Lessee's thereunder; (i2) evidences is a bona fide existing payment valid enforceable Lease, representing the undisputed obligation of the applicable Account Debtor created Lessee, with rentals due thereunder not more than sixty-one (61) days contractually past due; (3) is not subject to any defense, setoff, counterclaim, deduction, allowance or adjustment; (4) unless otherwise agreed to in writing by Agent, provides for the lease of personal property to such Account Debtor Leased Property with an aggregate invoice price of less than $1,500,000; (5) provides for the lease of Leased Property which has not been returned, rejected, lost or damaged; (6) arose in the ordinary course of Borrower (or its predecessor in interest’s) Borrowers' business, (ii) is unconditionally owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Lease; (b7) each Eligible Lease has been documented on the Approved Forms in accordance with the Required Procedures and all Applicable Laws; (c) the original amount scheduled payments, the remaining scheduled payments and the amount and dates of such payments on each Lease shown on the Books of Borrower and in the schedules of same delivered to Agent are true and correct; (d) neither Servicer nor Borrower has Borrowers have not received notice of (i) actual or imminent bankruptcy, insolvencyreceivership, reorganization, insolvency or material impairment of adverse change in the financial condition of the Lessee; (8) the Lessee has not a Subsidiary or Affiliate of Borrowers; (9) is not Defaulted Lease and complies with all general warranties set forth in Section 5.17 hereof; (10) does not have an initial stated term in excess of seventy-two (72) months, provided, however, that lease(s) with an initial stated term of up to ninety-six (96) months may be considered Eligible Leases so long as the aggregate Lease Receivable(s) of all such Lease(s) shall, at no time, exceed Five Million Dollars ($5,000,000); (11) has not, in the case of Revolving Credit Loans, been pledged to Agent and/or Lenders for a period of more than twelve (12) months; (12) contains a provision whereby the Lessee agrees not to assert any Account Debtor obligated on any Eligible Leaseclaim or reduction, (ii) any actual or threatened litigation regarding the validity or enforceability of any Eligible Leasecounterclaim, setoff, recoupment, or (iii) any lien on other collateral securing claim, allowance or adjustment against any Eligible Leaseassignee of Borrowers; (e13) neither Servicer nor Borrower has knowledge of any is a Lease with a Lease Receivable, which together with all other fact that is reasonably likely to impair Lease Receivables owed by the validity or collectibility of such Leasesame Lessee does not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) in the aggregate; (f14) since delivery Borrowers are in possession of such report the Lessee's original signatures pages to Agent, such the Lease has not been amended nor any requirements relating thereto waived without the prior written consent or are in possession of Agent, other than an extension or modification in accordance with the Required Procedures then in effect; (g) financing statements naming the applicable Account Debtor as debtor have been duly filed in all applicable jurisdictions except with respect to (i) finance Leases covering Equipment with an original cost less than $25,000 and (ii) operating Leases covering Equipment with an original cost less than $50,000; (h) Borrower is the sole legal and beneficial owner of each Lease identified to Agent as an Eligible a Facsimile Lease, and all related documents and Books, and no participation interest or other ownership interest (legal, beneficial or otherwise) has been sold or is otherwise outstanding with respect thereto; (i15) the Original Contract delivered to Custodian is Lessee's chief executive office and the one and only original of the Lease; and (j) Leased Property under such Lease and all related Contract Assets are subject to a first priority security interest is located in favor of Agentthe continental United States."