Common use of Leases and Other Chattel Paper Clause in Contracts

Leases and Other Chattel Paper. (a) Each Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties and agrees with the Collateral Agent and the other Secured Parties, with respect to such Grantor’s Leases, that (except, in each case, as would not be reasonably expected to have a Material Adverse Effect): (i) each Lease represents a bona fide lease of goods by such Grantor in the ordinary course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course of business; (iii) each copy of a Lease delivered to the Collateral Agent by such Grantor will be a genuine copy of the original of such Lease; and (iv) (except in the case of Progress Xxxxxxxx) all goods described in any Lease that has been delivered to the Collateral Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject to the terms of such Lease). (b) Subject to the Intercreditor Agreement, no Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of any such instrument, unless otherwise agreed by the Collateral Agent or if such single instrument has a face value that does not exceed $10,000,000, such Grantor promptly delivers such instrument to the Applicable Agent, endorsed by such Grantor to the Applicable Agent in a manner reasonably satisfactory in form and substance to the Applicable Agent. (c) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that all Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear of all Liens other than Permitted Liens (including the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement).

Leases and Other Chattel Paper. (a) Each Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties and agrees with the Collateral Agent and the other Secured Parties, with respect to such Grantor’s Leases, that (except, in each case, as would not be reasonably expected to have a Material Adverse Effect): (i) each Lease represents a bona fide lease of goods by such Grantor in the ordinary course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course of business; (iii) each copy of a Lease delivered to the Collateral Agent by such Grantor will be a genuine copy of the original of such Lease; and (iv) (except in the case of Progress Xxxxxxxx) all goods described in any Lease that has been delivered to the Collateral Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject to the terms of such Lease). (b) Subject to the Intercreditor Agreement, no No Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of any such instrument, instrument unless otherwise agreed by the Collateral Agent or if such single instrument has a face value that does not exceed $10,000,000, such Grantor promptly delivers such instrument to the Applicable Agent, endorsed by such Grantor to the Applicable Agent in a manner reasonably satisfactory in form and substance to the Applicable Agent. (c) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that all Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear of all Liens other than Permitted Liens (including the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement)Liens.

Leases and Other Chattel Paper. (a) Each Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties and agrees with the Collateral Agent and the other Secured Parties, with respect to such Grantor’s Leases, that (except, in each case, as would not be reasonably expected to have a Material Adverse Effect): (i) each Lease represents a bona fide lease of goods by such Grantor in the ordinary course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course of business; (iii) each copy of a Lease delivered to the Collateral Agent by such Grantor will be a genuine copy of the original of such Lease; and (iv) (except in the case of Progress Xxxxxxxx) all goods described in any Lease that has been delivered to the Collateral Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject to the terms of such Lease). (b) Subject to the Intercreditor Agreement, no No Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of any such instrument, unless otherwise agreed by the Collateral Agent or if such single instrument has a face value that does not exceed $10,000,000, such Grantor promptly delivers such instrument to the Applicable Agent, endorsed by such Grantor to the Applicable Agent in a manner reasonably satisfactory in form and substance to the Applicable Agent. (c) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that all Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear of all Liens other than Permitted Liens (including the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement)Liens.

Leases and Other Chattel Paper. (a) Each Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties and agrees with the Collateral Agent and the other Secured Parties, with respect to such Grantor’s Leases, that (except, in each case, as it would not be reasonably expected to have a Material Adverse Effect): (i) each Lease represents a bona fide lease and delivery of goods by such Grantor in the ordinary course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course of business; (iii) each copy of a Lease delivered to the Collateral Agent by such Grantor will be a genuine copy of the original of such Lease; and (iv) (except in the case of Progress Xxxxxxxx) all goods described in any Lease that has been delivered to the Collateral Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject to the terms of such Lease). (b) Subject to the Intercreditor Agreement, no No Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of any such instrument, unless otherwise agreed by the Collateral Agent or if such single instrument has a face value that does not exceed $10,000,0005,000,000, such Grantor promptly delivers such instrument to the Applicable Agent, endorsed by such Grantor to the Applicable Agent in a manner reasonably satisfactory in form and substance to the Applicable Agent. (c) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that all Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear of all Liens other than Permitted Liens (including the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement)Liens.

Leases and Other Chattel Paper. (a) Each Grantor hereby represents and warrants to the Collateral Agent and the other Secured Parties and agrees with the Collateral Agent and the other Secured Parties, with respect to such Grantor’s Leases, that (except, in each case, as it would not be reasonably expected to have a Material Adverse Effect): (i) each Lease represents a bona fide lease and delivery of goods by such Grantor in the ordinary course of such Grantor’s business; (ii) all amounts described as being payable by a lessee in any existing Lease are for a liquidated amount payable by such lessee thereon on the terms set forth in such Lease, without any offset, deduction, defense, or counterclaim except in the ordinary course of business; (iii) each copy of a Lease delivered to the Collateral Agent by such Grantor will be a genuine copy of the original of such Lease; and (iv) (except in the case of Progress Xxxxxxxx) all goods described in any Lease that has been delivered to the Collateral Agent shall be or will have been delivered to and accepted by the lessee thereunder (subject to the terms of such Lease). (b) Subject to the Intercreditor Agreement, no Grantor shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Lease unless upon such Grantor’s receipt of any such instrument, instrument unless otherwise agreed by the Collateral Agent or if such single instrument has a face value that does not exceed $10,000,0005,000,000, such Grantor promptly delivers such instrument to the Applicable Agent, endorsed by such Grantor to the Applicable Agent in a manner reasonably satisfactory in form and substance to the Applicable Agent. (c) Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that all Goods that are covered by such Leases and Chattel Paper are owned by such Grantor, free and clear of all Liens other than Permitted Liens (including the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement).