Common use of Leases and Leased Property Clause in Contracts

Leases and Leased Property. Each Lease reported to Agent and Lenders as an Eligible Lease and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculation, be in compliance with all of the following representations: (a) Each Lease is in substantially the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine; (b) The sole original of each Lease has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National Bank, As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30, 1998, or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (d) Except as otherwise consented to by Agent in writing, the aggregate amount of Leases with the same Lessee (or its Affiliates) is not in excess of $250,000; (e) The original amount and unpaid balance of each Lease shown on Borrower's Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaid; (f) The amount due under each Lease is not subject to, and the terms of the Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of business; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to Borrower (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders; (h) Borrower has not and will not enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of Borrower to such Lessee against future rentals accruing under the Lease; (i) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear excepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from service; (j) Each Lease has been duly executed by Borrower and each Lessee, is a valid, legal and binding obligation of Borrower, and such Lessee, and is enforceable against Borrower and such Lessee in accordance with its terms. Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (k) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens whatsoever except Lenders' and/or Agent's and residual sharing arrangements; (l) Borrower has made its usual credit investigation of each Lessee and has determined that the credit is satisfactory; (m) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is and will be current at the time of the assignment thereof to Lenders. No default exists or event exists which with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease; (n) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (o) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each Lease and the Leased Property) subject to no other Lien. Borrower has taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateral, including, if required, perfecting Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect Borrower's lien; (p) For each Lease, with a Lease Receivable in excess of $16,000, Borrower has either (i) listed Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent for the benefit of Lenders as assignee of Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lender; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (r) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess of 20,000 has been insured in the ordinary course of Borrower's or the corresponding Lessee's business; (s) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (t) No Lessee is a Subsidiary or Affiliate of Borrower, or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (v) The Lessee is not otherwise in default under the corresponding Lease.

Leases and Leased Property. Each Lease reported (i) Neither the Company nor any of its Subsidiaries owns or has ever owned, any real property. (ii) The Company is not a party to, or under any agreement to Agent become a party to, any real property lease other than the Leases, true, correct and Lenders complete copies of which have been made available to the Purchaser and, except as an Eligible Lease and set forth in Section (v) of the Leased Property associated therewith shallCompany Disclosure Letter, at all times when no changes have been made to any of the Leases since such Leases are included in were made available to the Borrowing Base calculation, be in compliance with all Purchaser. Section (v) of the following representations: (a) Company Disclosure Letter sets forth a true, correct and complete description of all real property leased, licensed to or otherwise used or occupied by the Company and its Subsidiaries, including the address thereof, the annual fixed rent, the expiration of the term, any extension options and any security deposits. Each Lease is in substantially good standing in all material respects and creates a good and valid leasehold estate in favour of the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent Company in its reasonable discretion the Leased Properties thereby demised and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named is in full force and referenced thereineffect without amendment, constitutes the entire agreement except for the leasing amendments set forth in Section (v) of the Company Disclosure Letter. Neither the Company nor its Subsidiaries have leased or sublet as lessor or sublessor, and no Person (other than the Company and its Subsidiaries) is in possession of the Leased Property thereby coveredProperties. There are no Contracts between the landlord and tenant, has not been altered or amendedsublandlord and subtenant, or other relevant parties relating to the use and occupation of the Leased Properties, other than as contained in the Leases. With respect to each Lease where the Company or any of its Subsidiaries is a tenant, except as set forth in Section (v) of the related schedules, Company Disclosure Letter: 1. all rents and Borrower's Books and Records relating thereto are accurate, complete and genuineadditional rents have been paid; (b) The sole original 2. no waiver, indulgence or postponement of each Lease the Company’s obligations has been delivered to Agentgranted by the lessor; and 3. there exists no default or event of default or event, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National Bankoccurrence, As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30, 1998, condition or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (d) Except as otherwise consented to by Agent in writing, the aggregate amount of Leases with the same Lessee (or its Affiliates) is not in excess of $250,000; (e) The original amount and unpaid balance of each Lease shown on Borrower's Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of act which, except as specifically provided for in the Lease, has been prepaid; (f) The amount due under each Lease is not subject to, and the terms of the Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of business; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to Borrower (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders; (h) Borrower has not and will not enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of Borrower to such Lessee against future rentals accruing under the Lease; (i) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear excepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from service; (j) Each Lease has been duly executed by Borrower and each Lessee, is a valid, legal and binding obligation of Borrower, and such Lessee, and is enforceable against Borrower and such Lessee in accordance with its terms. Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (k) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens whatsoever except Lenders' and/or Agent's and residual sharing arrangements; (l) Borrower has made its usual credit investigation of each Lessee and has determined that the credit is satisfactory; (m) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is and will be current at the time of the assignment thereof to Lenders. No default exists or event exists which with the giving of notice or notice, the passage of time or boththe happening of any other event or circumstance, will result in the occurrence of would become a default under each of the Leases or give rise to a right of amendment, acceleration, cancellation or termination of such Lease or restrict the ability of the Company to exercise any obligationof its rights as lessee thereunder, as expressed in including any Lease;rights of renewal or first rights of refusal contained therein. (niii) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any The Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (o) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each Lease and the Leased Property) subject to no other Lien. Borrower has taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateral, including, if required, perfecting Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect Borrower's lien; (p) For each Lease, with a Lease Receivable in excess of $16,000, Borrower has either Properties are (i) listed Agent for the benefit of Lendersin good condition and repair (subject to normal wear and tear), as assignee on the UCC-1 Financing Statement so filed, or and (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent sufficient for the benefit operation of Lenders the Business as assignee it is currently conducted. (iv) To the knowledge of Borrower's security interest. Agent agrees not the Company, there are no certificates of occupancy applicable to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this AgreementLeased Properties, and Agent will return such UCC-3 Financing Statements no other permits required to Borrower if such Leases are ultimately sold or refinanced on a permanent basis be issued in connection with another lender; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (r) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess of 20,000 has been insured in the ordinary course of Borrower's or the corresponding Lessee's business; (s) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (t) No Lessee is a Subsidiary or Affiliate of Borrower, or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; andProperties. (v) The Lessee is not otherwise To the knowledge of the Company, none of the Leased Properties, nor their use, operation or maintenance for the purpose of carrying on the Business, violate any restrictive covenant stated in default under the corresponding applicable Lease, and to the knowledge of the Company there are no restrictive covenants, other than those stated in the applicable Lease, that are applicable to the Leased Properties.

Leases and Leased Property. Each Lease reported to Agent and Lenders as an Eligible Lease and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculation, be in compliance with all of the following representations: (a) Each Lease is in substantially the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine; (b) The sole original of each Lease has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National CoreStates Bank, N.A., As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30January __, 19981997, or contain similar language specifying that such counterpart is not an original for "chattel paperChattel Paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (d) Except as otherwise consented to by Agent in writing, None of the aggregate amount Leased Property is Property for which a certificate of Leases with the same Lessee (or its Affiliates) title is not in excess of $250,000required; (e) The original amount and unpaid balance of each Lease shown on Borrower's Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaid; (f) The amount due under each Lease is not subject to, and the terms of the Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of business; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to Borrower (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders, except for security interests in items of Leased Property which have a fair market value of less than $25,000; (h) Borrower has not and will not enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of Borrower to such Lessee against future rentals accruing under the Lease; (i) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear exceptedaccepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from service; (j) Each Lease has been duly executed by Borrower and each Lessee, is a valid, legal and binding obligation of Borrower, and such Lessee, and is enforceable against Borrower and such Lessee in accordance with its terms. Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (k) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens whatsoever except Lenders' and/or Agent's and residual sharing arrangements's; (l) Borrower has made its usual credit investigation of each Lessee and has determined that the credit is satisfactory; (m) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is and and, except as hereafter provided, will be current at the time of the assignment thereof to Lenders. No default exists or event exists which which, with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease, except for a default arising from a Lessee's failure to pay rent within sixty-one days of the date when due under the Lease; (n) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (o) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each Lease and the Leased PropertyProperty except for Leased Property having a fair market value of less than $25,000) subject to no other Lien. Borrower has taken taken, and in the futurefuture shall take, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateral, including, if required, perfecting Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect Borrower's lien; (p) For each Lease, Lease of Leased Property with a Lease Receivable in excess fair market value of $16,00025,000 or more, Borrower has filed, within ten (10) days of receipt by the Lessee of possession of the Leased Property, such UCC financing statements (listing Borrower as secured party, Lessee as debtor, and such Leased Property as collateral), in such locations as would be required by applicable law (if Borrower were a secured party and Lessee were a debtor) in order to perfect a security interest in such Leased Property under the UCC or otherwise; (q) For each Lease of Leased Property with a fair market value of $25,000 or more, Borrower has either (i) listed Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver delivered to Agent executed UCC-3 UCC3 Financing Statements naming Agent for the benefit of Lenders as assignee of Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lender; lender or in a Securitization Transaction; (qr) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (rs) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess fair market value of 20,000 $25,000 or more has been insured in the ordinary course of Borrower's or the corresponding Lessee's business; (st) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (tu) No Lessee is a Subsidiary or Affiliate of Borrower, or under common control with Borrower or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (v) The Lessee is not otherwise in default under the corresponding Lease; and (w) No item of Leased Property had an original cost in excess of $150,000.00.

Leases and Leased Property. Each Lease reported to Agent and Lenders as an Eligible constituting Specific Lease -------------------------- Collateral securing a Term Loan and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculationconstitute Specific Lease Collateral, be in compliance with all of the following representations: (a) Each Lease is in substantially the same form as that one of the forms attached hereto as Exhibit 5.17 hereto or has been "5.17", unless otherwise approved agreed to by Agent Lender in its reasonable discretion writing, and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Borrowers' Books and Records relating thereto are accurate, complete and genuine; (b) The sole original of each Lease has been delivered to AgentLender, and all any other originally signed counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National PNC Bank, As AgentNational Association, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30May 9, 1998, 1997 or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (d) Except as otherwise consented to by Agent Lender in writing, no more than $250,000 of the aggregate amount of Credit Facility is secured by Leases with the same Lessee (or its Affiliates) is not in excess of $250,000affiliated entities; (e) The original amount and unpaid balance of each Lease shown on Borrower's Borrowers' Books and Records and on any statement or schedule delivered to Agent Lender in connection therewith is the true and correct amount actually owed to the designated Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaid; (f) The amount due under each Lease is not subject to, and the terms of the each Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of businesscompromised; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, Lease contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to the designated Borrower (either directly or as assignee), if applicable, subject to Section 5.17(o) below, have been properly perfected and assigned to Agent for the benefit of LendersLender; (h) Neither Borrower has not and nor will not it enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of such Borrower to such Lessee against future rentals accruing under the Lease; (i) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and has not been removed from service and is in good condition, ordinary wear and tear exceptedaccepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from servicedamaged; (j) Each Lease has been duly executed by the designated Borrower (or, as applicable, duly assigned to Borrower by a third party lessor) and each Lessee, is a valid, legal and binding obligation of such Borrower, and such Lessee, and is enforceable against such Borrower and such Lessee in accordance with its terms. Such Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (k) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens whatsoever except Lenders' and/or Agent's and residual sharing arrangements; (l) Borrower has Borrowers have made its usual an adequate credit investigation of each Lessee and has approved each Lessee in accordance with their Credit Guidelines in effect as of December 23, 1996, or any subsequent versions of such guidelines which may be approved by Lender, and have determined that the credit is satisfactorysatisfactory and Lender has approved the credit, following its own credit review. Each Lease must be representative of Borrowers' overall lease portfolio with regard to credit quality, equipment type, structure and yield, geographical considerations, transaction size and vendor relationships; (ml) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is not more than 59 days contractually past due and will be current not more than thirty (30) days contractually past due at the time of the assignment thereof to LendersLender, without giving effect to any De Minimis Delinquency. No default exists or event exists which with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease; (nm) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to a Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any under the laws governing, or applicable to, such Lease, Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee;those matters of law. (on) Agent, for the benefit of Lenders, Lender has a first perfected lien and security interest in all of Borrowers' right, title and interest in and to the Collateral (including Collateral, including, without limitation limitation, each Lease and the Leased Property) Lease, subject to no other Lien. Borrower has taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateralit being understood however, including, if required, perfecting Borrower's security interest (that in the event the a Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording ," Borrowers' perfection of their underlying security interest in the documentation necessary to perfect Borrower's lien; (p) For each Lease, with a Lease Receivable in excess of $16,000, Borrower has either (i) listed Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent for the benefit of Lenders as assignee of Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lender; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (r) Each item of Leased Property leased pursuant is subject to a Lease with a Lease Receivable the filing exceptions set forth in excess of 20,000 has been insured in the ordinary course of Borrower's or the corresponding Lessee's business; (s) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (t) No Lessee is a Subsidiary or Affiliate of Borrower, or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (v) The Lessee is not otherwise in default under the corresponding Lease.Section 5.17(o)

Leases and Leased Property. Each Lease reported to Agent and Lenders as an Eligible Lease and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculation, be in compliance with all of the following representations: (a) Each Lease is in substantially the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine; (b) The sole original of each Lease has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National CoreStates Bank, N.A., As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30_______ __, 19981996, or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (d) Except as otherwise consented to by Agent and Co-Agent in writing, the aggregate amount of Leases with the same Lessee (or its Affiliates) is not in excess of $250,000; (e) The original amount and unpaid balance of each Lease shown on Borrower's Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaid; (f) The amount due under each Lease is not subject to, and the terms of the Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of business; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to Borrower (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders; (h) Borrower has not and will not enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of Borrower to such Lessee against future rentals accruing under the Lease; (i) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear excepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from service; (j) Each Lease has been duly executed by Borrower and each Lessee, is a valid, legal and binding obligation of Borrower, and such Lessee, and is enforceable against Borrower and such Lessee in accordance with its terms. Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (k) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens whatsoever except Lenders' and/or Agent's and residual sharing arrangements; (l) Borrower has made its usual credit investigation of each Lessee and has determined that the credit is satisfactory; (m) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is and will be current at the time of the assignment thereof to Lenders. No default exists or event exists which with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease; (n) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (o) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each Lease and the Leased Property) subject to no other Lien. Borrower has taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateral, including, if required, perfecting Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect Borrower's lien; (p) For each Lease, with a Lease Receivable in excess of $16,000, Borrower has either (i) listed Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent for the benefit of Lenders as assignee of Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lender; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (r) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess of 20,000 has been insured in the ordinary course of Borrower's or the corresponding Lessee's business; (s) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (t) No Lessee is a Subsidiary or Affiliate of Borrower, or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (v) The Lessee is not otherwise in default under the corresponding Lease.

Leases and Leased Property. Each With respect to each Lease reported and/or items of Leased Property, the Borrower named as the lessor therein and/or thereof, represents and warrants that to Agent the best of its knowledge, information and Lenders as an Eligible Lease and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculation, be in compliance with all of the following representationsbelief: (a) Each Lease is in substantially the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine; (b) The There does not exist a sole original Lease and possession of each Lease has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National Bank, As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30, 1998, or contain similar language specifying that such any counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists sufficient to constitute possession of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (dc) Except as otherwise consented to by Agent in writingwriting (after approval from the SuperMajority Lenders), the aggregate amount availability under the Borrowing Base shall be reduced by the Borrowing Base value attributable to that portion of Leases the leases with the same Lessee (or its Affiliates) is not which in the aggregate with all other leases between any Borrower and such Lessee, produce reported revenues in excess of $250,00010% of the year to date total revenues calculated from the Financial Statements; (ed) The original amount and unpaid balance of each Lease shown recorded on Borrower's Borrowers' Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaidBorrowers; (fe) The amount amounts due under each Lease is the Leases are not subject to, and the terms of the Lease provide that the Lessee may not assert, to any claim or reduction, counterclaim, setoff, recoupment, or any other claimclaim or allowance which may have a material adverse affect on the Borrowers, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course any of businessthem; (g) All security agreements, title retention instruments and other documents and instruments which are security for any Lease, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests granted therein to Borrower (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders; (h) Borrower has not and will not enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of Borrower to such Lessee against future rentals accruing under the Lease; (if) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear excepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from servicedestroyed; (jg) Each Lease has been duly executed by Borrower and each Lessee, is a valid, legal and binding obligation of Borrower, the Borrower named therein and such the corresponding Lessee, and is enforceable against such Borrower and such Lessee in accordance with its terms. Such Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (kh) Each of the Leases and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for Lenders (so long as the benefit of Lenders Loans remain collateralized) and at all times thereafter, when they are included in the Borrowing Bases (even if the Loans become unsecured by Sections 3.8 and 3.9 hereof) will be free and clear of any and all assignments, options, rights, or other Liens whatsoever whatsoever, except Lenders' Lenders and/or Agent's and residual sharing arrangementsPermitted Liens; (l) Borrower has made its usual credit investigation of each Lessee and has determined that the credit is satisfactory; (m) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each Lease is and will be current at the time of the assignment thereof to Lenders. No default exists or event exists which with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease; (ni) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to such Borrower do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (o) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each Lease and the Leased Property) subject to no other Lien. Borrower has taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Collateral, including, if required, perfecting Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect Borrower's lien; (p) For each Lease, with a Lease Receivable in excess of $16,000, Borrower has either (i) listed Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent for the benefit of Lenders as assignee of Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lender; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (rj) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess of 20,000 has been insured in the ordinary course of Borrower's Borrowers' or the corresponding Lessee's business; (s) Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any Lessee; (t) No Lessee is a Subsidiary or Affiliate of Borrower, or is an officer or employee of Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (vk) The Lessee is not At any time when the Collateral secures the Obligations, unless otherwise consented to by Agent in default under writing (after approval from the corresponding LeaseSuperMajority Lenders), no Leased Property constitutes Rolling Stock requiring a filing with any federal governmental authority in order to protect Borrowers' or Lenders' interests therein.

Leases and Leased Property. Each Lease or Progress Payment reported to Agent and Lenders and/or Lender as an Eligible Lease or Progress Payment, and the Leased Property associated therewith shalltherewith, shall at all times when such Leases or Progress Payment (as applicable) are included in the calculation of either Borrowing Base calculationBase, be in compliance with all each of the following representations: (a) Each Lease is in contains substantially the same printed provisions without material deletions or modifications as those contained in the standard lease form as that attached hereto as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion 5.18, and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine; (b) The sole original of each Lease (or with respect to Progress Payments, the sole original of each note or other instrument evidencing the Lessee's obligations) has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National Bank, As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30, 1998, or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC; (c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC; (di) Except as otherwise consented to by Agent and all Lenders in writing, no more than the following aggregate availability under both Borrowing Bases shall be attributable to Leases and/or Progress Payments with same Lessee based on the Lessee's Designated Credit Rating: Designated Aggregate Borrowing Credit Rating Base Lessee Concentration ------------- ------------------------- 1 15,000,000 2 10,000,000 3 5,000,000 (provided that the Lessee concentration shall not exceed $3,000,000 for Leases where the Borrowers do not have a firm commitment for the sale of such Leases to a third party) In addition, no more than $1,000,000 of the aggregate availability under both Borrowing Bases shall be attributable to all Leases and/or Progress Payments where the Lessees' have a Designated Credit Rating of 4; (ii) Except as otherwise consented to by Agent and all Lenders in writing, the aggregate availability under both Borrowing Bases attributable to the designated equipment types described below shall not exceed the corresponding concentration limitation, determined as a percentage of the total amount outstanding under the Credit Facility: -50- Equipment Type Concentration Limitation -------------- ------------------------ Lift Trucks 40% Machine Tools, manufacturing and printing 40% Personal computers and office automation equipment 25% Furnitures, fixtures and equipment 25% Semiconductors 25% Other equipment types (not otherwise described above but limited to no more than 10 additional categories) 15% (iii) Except as otherwise consented to by Agent and SuperMajority Lenders in writing, no more than $5,000,000 of Leases the aggregate availability under both Borrowing Bases shall be attributable to Progress Payments provided that no more than $2,000,000 of such availability shall be attributable to Progress Payments relating to Lessees with the same Lessee (or its Affiliates) a Designated Credit Rating that is not in excess of $250,000;a 1 or 2. (e) Each Lease and Progress Payment has a corresponding Lessee which is located in the United States, although except as otherwise consented to by Agent and SuperMajority Lenders in writing, no more than $3,000,000 of the aggregate availability under the Borrowing Bases shall be attributable to otherwise Eligible Leases with a Lessee having a Designated Credit Rating of 1 or 2), where the Leased Property is physically located outside of the United States, provided however that Agent reserves the right to review the country locations of such Leased Property and exclude from Eligible Leases, Leases or Progress Payments where the Leased Property is located in country with which Agent is uncomfortable, in its sole discretion, with its ability to enforce its rights hereunder with respect to such Leased Property. (f) The original amount and unpaid balance of each Lease and Progress Payment shown on Borrower's Borrowers' Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to BorrowerBorrowers, no portion of which, except as specifically provided for in the LeaseLease or Progress Payment, has been prepaid; (fg) The amount due under each Lease and Progress Payment is not and will not be, subject to, and the terms of the Lease provide that the Lessee may not assert, to any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotiated, restructured or compromised except as renewed in the ordinary course of business; (gh) All security agreements, title retention instruments and other documents and instruments which are security for any LeaseLease or Progress Payment, and/or each Lease, contain a correct and sufficient description of the Leased Property covered thereby and all security interests interests, if any, granted therein to Borrower a Borrower(s) (either directly or as assignee), if applicable, have been properly perfected and assigned to Agent for the benefit of Lenders; (hi) Neither Borrower has not and nor will not either enter into any agreement with a Lessee of any Leased Property which provides, directly or indirectly, for the crediting of any obligation or liability of such Borrower to such Lessee against future rentals accruing under the LeaseLease or Progress Payment; (ij) Each item of Leased Property is in good condition, ordinary wear and tear accepted, has not been returned, rejected, lost, stolen, destroyed or damaged; (k) Each item of Leased Property has been delivered to and, in all instances, accepted by the Lessee and is in good condition, ordinary wear and tear excepted, has not been returned, rejected, lost, stolen, destroyed or damaged and has not been removed from service; (jl) Each Lease and instrument evidencing a Lessee's obligation under a Progress Payment, has been duly executed by a Borrower and each Lessee, and is a the valid, legal and binding obligation of Borrower, such Borrower and such Lessee, and is enforceable against such Borrower and such Lessee in accordance with its terms. A Borrower is the sole owner of each of the Leases and has the authority to assign all of its right, title and interest therein upon the terms herein set forth; (km) Each of the Leases Lease and Progress Payment and all Leased Property which is the subject matter thereof at the time of its assignment to Agent for the benefit of Lenders and at all times thereafter, will be free and clear of any and all assignments, options, rights, or other Liens Liens, whatsoever except Lenders' and/or Agent's and residual sharing arrangementsthe rights of the Lessee thereunder; (ln) Borrower has Borrowers have made its usual an adequate credit investigation of each Lessee and has have determined that the credit is satisfactorysatisfactory in accordance with the Credit Policy Manual; (mo) All costs, fees, and expenses incurred in making and closing each of the Leases has been paid and each no Lease is and will shall be current a Delinquent Lease at the time of the assignment thereof to Agent and Lenders. No default exists or event exists which with the giving of notice or the passage of time or both, will result in the occurrence of a default of any obligation, as expressed in any Lease; (np) All rentals, fees, costs, expenses and charges paid or payable by the Lessee under any Lease, including without limitation, any brokerage and other fees paid to Borrower a Borrower(s) do not violate any laws relating to the maximum fees, costs, expenses or charges that can be charged in any state in which any Leased Property is located or in which the corresponding Lessee is located, or in which a transaction was consummated, or in any other state which may have jurisdiction with respect to any such Leased Property, Lease or Lessee; (oq) Agent, for the benefit of Lenders, has a first perfected lien and security interest in the Collateral (including without limitation each the Lease and the Leased PropertyCollateral) subject to no other LienLien except Permitted Liens. Borrower has Borrowers have taken and in the future, shall take all steps necessary to maintain Agent's first perfected lien and security interest in the Lease Collateral, including, if required, perfecting the respective Borrower's security interest (in the event the Lease is not a "true lease") through filing financing statements, amendments thereto, or assignments and/or continuations thereof and recording of the documentation necessary to perfect such Borrower's lien; (pr) For each Lease, with a Lease Receivable in excess of $16,000, the appropriate Borrower has either filed within ten (i10) listed days of receipt by the Lessee of possession of the Leased Property, such UCC financing statements (listing such Borrower as secured party, Lessee as debtor, and such Leased Property as collateral), in such locations as would be required by applicable law (if such Borrower were a secured party and Lessee were a debtor) in order to perfect a security interest in such Leased Property under the UCC or otherwise, in favor of Agent for the benefit of Lenders, as assignee on the UCC-1 Financing Statement so filed, or (ii) after Borrower has received acknowledgment copies of UCC-1s, deliver to Agent executed UCC-3 Financing Statements naming Agent for the benefit of Lenders as assignee of such Borrower's security interest. Agent agrees not to file the UCC-3 Financing Statements until such time as an Event of Default or Unmatured Event of Default occurs under this Agreement, and Agent will return such UCC-3 Financing Statements to Borrower if such Leases are ultimately sold or refinanced on a permanent basis with another lenderassignee; (q) Each Lease is valid and enforceable and presents the undisputed obligation of the Lessee named therein and is not more than sixty-one (61) days contractually past due; (rs) Each item of Leased Property leased pursuant to a Lease with a Lease Receivable in excess of 20,000 has been insured in the ordinary course of Borrower's Borrowers' or the corresponding Lessee's business; (st) Neither Borrower has not received notice of a bankruptcy, receivership, reorganization or insolvency of any the corresponding Lessee; (tu) No Lessee is a Subsidiary subsidiary, or Affiliate affiliate of BorrowerBorrowers, or under common control with Borrowers or is an officer or employee of either Borrower; (u) Each Lease contains a provision whereby the Lessee agrees not to assert any claim or reduction, counterclaim, setoff, recoupment or any other claim, allowance or adjustment against any assignee of Borrower; and (v) The Lessee is not otherwise in default under the corresponding LeaseLease or Progress Payment; and (w) No Lease has been restructured due to a Lessee default.