Common use of Lessee Representations and Warranties Clause in Contracts

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if Lessee is a business entity, it is and shall be validly existing and in good standing under laws of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters or residence without providing prior written notice to Lessor; (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received any tax or accounting advice from Lessor, and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; and (xi) Lessee is not and, during the Initial Term and any extension or renewal thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institution.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants to Lessor on the date of the execution and delivery of this Agreement and on each Commencement Date that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if Lessee is a business entitycorporation duly organized, it is and shall be validly existing and in good standing under the laws of Delaware, has all requisite corporate power and authority to own its property and assets and to carry on its business as now conducted, is qualified to do business in every jurisdiction where such qualification or registration is required, except where the state failure so to qualify would not materially adversely affect the financial condition of Lessee, and has the corporate power and authority to execute, deliver and perform its obligations under this Agreement, all Schedules and all other related documents or instruments (collectively, Fundamental Agreements) to which it is or will be a party; (b) this Agreement and each other Fundamental Agreement to which it its a party have been duly authorized by all necessary corporate action, and have been, or prior to the applicable Commencement Date will have been, duly executed and delivered by it, and neither the execution and delivery thereof, nor the consummation of the transactions on its part contemplated hereby and thereby, nor compliance by it with any of the terms and provisions hereof or thereof, (i) requires any approval of its organizationstockholders or approval or consent of any trustee or holders of any indebtedness or obligations of Lessee, except for such approvals and consents as have been duly obtained, and Lessee shall give written notice are in full force and effect, (ii) contravenes, as to Lessor within 30 days of Lessee, any termination existing law, or revocation of Lessee’s existence by (iii) in any way contravenes its state of organization. Lessee shall not change its state of organization, headquarters governing corporate documents or residence without providing prior written notice to Lessorby-laws; (viic) this Agreement and each other Fundamental Agreement to which it is a party are, or upon due execution and delivery thereof by all other parties thereto will be, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; (d) the persons signing execution and delivery by Lessee of each Fundamental Agreement to which it is a party, the Documents consummation of the transactions contemplated thereby and its compliance with the terms thereof do not require the consent or the approval or authorization of, or filing, except as contemplated in the Fundamental Agreements, registration or qualification with, any governmental authority on the part of Lessee as a condition to such execution, delivery and compliance, except such as have been made or obtained and are acting with all necessary authority in full force and hold the offices indicated below their signatures, which are genuineeffect; (viiie) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) has delivered to Lessor have been prepared copies of (i) the consolidated balance sheet of Lessee and its consolidated subsidiaries as of June 30, 1995, and related consolidated statements of operations and stockholders' equity for the fiscal year then ended, accompanied by the report of KPMG Peat Marwick, independent auditors; and (ii) the unaudited consolidated balance sheet of Lessee and its consolidated subsidiaries as of March 31, 1996, and the related unaudited consolidated statements of operations and stockholders' equity for the nine-month period then ended, and in the case of the statements referred to in clause (i), such statements fairly present, in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present principles, the financial position of Lessee and results from operations its consolidated subsidiaries as of Lesseesuch date and, or in the case of the Lessee Groupstatements referred to in clause (ii), as have been prepared on a basis consistent with that employed in the preparation of the stated date financial statements referred to in clause (i), and period(s); (ix) since in the date opinion of management of Lessee reflect all adjustments necessary for a fair presentation of the most recently delivered financial dataresults for the interim period presented, and since June 30, 1995, there has been no material adverse change in the condition (financial or operating condition of Lessee otherwise), operations, properties or prospects of the Lessee Group(Material Adverse Change); (xf) except as set forth in Schedule 16, there are no actions, suits or proceedings at law or in equity pending or, in the case of actions or proceedings by a governmental authority, to the knowledge of Lessee, threatened against or affecting Lessee or any business, property or rights of Lessee (A) which involve any Fundamental Agreement or the transactions contemplated thereby or (B) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change or in the inability of Lessee to perform its obligations under any Fundamental Agreement to which it is a party, or adversely affect the value of the Equipment in any material respect; (g) Lessee has not filed or caused to be filed all federal, state and local tax returns required to have been filed by it and has paid or caused to be paid all taxes as shown on such returns or on any assessment received any tax by it to the extent that such taxes have become due, except such taxes the amount, applicability or accounting advice from Lessor, validity of which are being contested in good faith by appropriate proceedings and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Propertywhich Lessee shall have set aside on its books adequate reserves as are required by generally accepted accounting principles; (h) as of any Commencement Date, the Financed Items chief executive office of Lessee shall be located at the address set forth on the cover page hereof or the Leasesuch other location that an officer of Lessee has certified to Lessor in writing; (i) ALL EQUIPMENT IS LEASED FOR BUSINESS PURPOSES ONLY, AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES; and (xik) Lessee all Equipment is tangible personal property and shall not and, during the Initial Term and any extension become a fixture or renewal real property under Lessee's use thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institution.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if Lessee is a business entity, it is and shall be validly existing and in good standing under laws of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation of Lessee’s existence by its state of organization. Lessee shall not change its name, state of organization, headquarters or residence without providing prior written notice to Lessor; . (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received any tax or accounting advice from Lessor, and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items Property or the Lease; , and (xi) Lessee is not and, during the Initial Term and any extension other person who owns a controlling interest in or renewal thereofotherwise controls Lessee in any manner (“Lessee Representatives”) are and will remain in full compliance with all laws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money laundering, bribery, corruption, and terrorism, and neither Lessee nor any Lessee Representative is or will not be, be listed in breach any Sanctions-related list of designated persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or default successor or the U.S. Department of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institutionState.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “"Documents”"); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s 's entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s 's organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if Lessee is a business entity, it is and shall be validly existing and in good standing under laws of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation of Lessee’s 's existence by its state of organization. Lessee shall not change its name, state of organization, headquarters or residence without providing prior written notice to Lessor; . (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“"Lessee Group”") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received any tax or accounting advice from Lessor, and Lessor shall have no liability for Lessee’s Lessee"s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items Property or the Lease; , and (xi) Lessee is not and, during the Initial Term and any extension other person who Lessee controls, owns a controlling interest in, or renewal thereofwho owns a controlling interest in or otherwise controls Lessee in any manner ("Lessee Representatives") are and will remain in full compliance with all laws, regulations and government guidance concerning foreign asset control, trade sanctions, embargoes, and the prevention and detection of money laundering, bribery, corruption, and terrorism, and neither Lessee nor any Lessee Representative is or will not bebe listed in any Sanctions-related list of designated persons maintained by the U.S. Department of Treasury's Office of Foreign Assets Control or successor or the U.S. Department of State. Lessee shall, and shall cause any Lessee Representative to, provide such information and take such actions as are reasonably requested by Lessor in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility order to assist Lessor in maintaining compliance with any bank or other financial institutionanti-money laundering laws and regulations.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: to Lessor the following with respect to each Lease as of the date Lessee executes the Delivery and Acceptance Receipt related thereto; (ia) Lessee has is organized and validly existing under the laws of the state of its organization, with adequate power and capacity to enter into the Lease, any Schedule, all documents related to the purchase of the System and any other documents required to be delivered in connection with this the Lease or the System (collectivelyhereinafter "Documents") and is duly qualified to do business wherever necessary to carry on its present business, including all states where the “Documents”)System is to be located; (iib) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, except to the best knowledge extent that the enforcement of Lesseeremedies therein provided may be limited under applicable bankruptcy and insolvency laws; (c) no approval, threatened against consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee which will impair of the Documents, except such as have already been obtained, (d) the entry into and performance by Lessee of its ability to perform obligations under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and Documents will not (ai) violate any judgment, order order, law or law regulation applicable to the Lease, Lessee or Lessee’s organizational documents; (ii) result in any breach of, constitute a default under or (b) result in the creation of any lienlien charge, security interest or other encumbrance upon any item of the PropertySystem pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than as granted hereunder; (ivthe Lease or any purchase money security interest retained by any supplier) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if which Lessee is a business entityparty; (e) there are no suits or proceedings pending or threatened in court or before any regulatory commission, it is board or other administrative governmental agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Lease; and shall be validly existing (f) the balance sheet and in good standing under laws statement of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation income of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters or residence without providing prior written notice to Lessor; (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) member, heretofore delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position of Lessee or the consolidated group of companies of which Lessee is a member on and results from operations of Lessee, or of the Lessee Group, as of the stated date thereof and period(s); (ix) since the results of its or their operations for the period or periods covered thereby. Since the date of the most recently delivered financial data, such balance sheet and statement of income there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Groupits consolidated group; (xg) Lessee has conducted a review of its significant vendor's computer systems to identify those areas that could be affected by the "Year 2000" issue and has developed and implemented a plan to resolve the issue and make its operations "Year 2000" compliant prior to January 1, 2000 and the "Year 2000" issue and the costs of resolving such issue will not received materially adversely affect its financial condition, business or operations prior to January 1, 2000. "Year 2000" issue shall mean the failure of computer systems to in any tax or accounting advice from Lessor, way utilize data and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect information due to the Property, occurrence of the Financed Items year 2000 or the Lease; and (xi) Lessee is not andinclusion of dates on or after January 1, during the Initial Term and any extension or renewal thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institution2000.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants thatto Lessor the following with respect to each Lease as of the date Lessee executes the Delivery and Acceptance Receipt related thereto: (ia) Lessee has is organized and validly existing under the laws of the state of its organization, with adequate power and capacity to enter into the Lease, any Schedule, all documents related to the purchase of the System and any other documents required to be delivered in connection with this the Lease or the System (collectivelyhereinafter "Documents") and is duly qualified to do business wherever necessary to carry on its present business, including all states where the “Documents”)System is to be located; (iib) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreementsagreements of Lessee, enforceable in accordance with their terms, except as may be limited under applicable bankruptcy and insolvency laws; there are (c) no proceedings presently pending orapproval, consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the best knowledge entry into or performance by Lessee of Lesseethe Documents, threatened against except such as have already been obtained; (d) the entry into and performance by Lessee which will impair of its ability to perform obligations under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and Documents will not (ai) violate any judgment, order order, law or law regulation applicable to the Lease, Lessee or Lessee’s organizational documents; (ii) result in any breach of, constitute a default under or (b) result in the creation of any lien, charge, security interest or other encumbrance upon any item of the PropertySystem pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than as granted hereunder; (ivthe Lease or any purchase money security interest retained by any supplier) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if which Lessee is a business entityparty; (e) there are no suits or proceedings pending or threatened in court or before any regulatory commission, it is board or other administrative governmental agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Lease; and shall be validly existing (f) the balance sheet and in good standing under laws statement of the state of its organization, and Lessee shall give written notice to Lessor within 30 days of any termination or revocation income of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters or residence without providing prior written notice to Lessor; (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or of any consolidated group of companies of which Lessee is a member (“Lessee Group”) member, heretofore delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position of Lessee or the consolidated group of companies of which Lessee is a member on and results from operations of Lessee, or of the Lessee Group, as of the stated date thereof and period(s); (ix) since the results of its or their operations for the period or periods covered thereby. Since the date of the most recently delivered financial data, such balance sheet and statement of income there has been no material adverse change in the financial or operating condition of Lessee or of its consolidated group. Lessee hereby warrants and represents that the Lessee Group; (x) Lessee has not received any tax or accounting advice from LessorSystem will be used for business purposes, and not for personal, family or household purposes. Lessee acknowledges that Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; has relied upon this representation in entering into this Agreement and (xi) Lessee is not and, during the Initial Term and any extension or renewal thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institutioneach Lease hereunder.

Lessee Representations and Warranties. In order to induce Lessor to enter into this Lease and to lease the Equipment to Lessee, Lessee hereby representsrepresents and warrants, warrants as of the date hereof, and covenants as of the date of execution of each Schedule hereunder, that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedule, and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); (ii) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, to the best knowledge of Lessee, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and will not (a) violate any judgment, order or law applicable to the Lease, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lien, security interest or other encumbrance upon the Property, other than as granted hereunder; (iv) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if The Lessee is a business entitycorporation duly incorporated, it is and shall be validly existing and in good standing under the laws of the state jurisdiction of its organizationincorporation with corporate power and authority to conduct its business as such business is presently being conducted, to own or hold property under lease and to enter into and perform its obligations under this Lease. The Lessee is duly qualified to do business and is in good standing as a foreign corporation in all states where its failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Lease. (b) The execution, delivery, and performance by the Lessee shall give written notice to Lessor within 30 days of this Lease and all related instruments and the consummation by the Lessee of the transactions contemplated hereby: (i) have been duly authorized by all necessary corporate action on the part of the Lessee, (ii) do not require any stockholder approval or the consent of any termination trustee or revocation of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters or residence without providing prior written notice to Lessor; (vii) the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data of Lessee or holder of any consolidated group indebtedness or obligation of companies the Lessee (or, if so required, such approval or consent has been obtained), (iii) do not and will not result in any material violation of any term of any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to it, (iv) is not in conflict with and does not constitute a default under any of the terms or provisions of, or subject the leased Equipment or any part thereof to any lien of, any indenture, mortgage, lease, contract, or other agreement or instrument (other than this Lease) to which the Lessee is a party or by which it or its property is bound or affected, and (v) does not and will not contravene Lessee's articles of incorporation and by-laws. (c) The execution, delivery, and performance by the Lessee of this Lease and all related instruments and documents does not require any consent, authorization, or approval of, any filing of or registration with, or other action in respect to any federal, state, governmental authority or agency, or, if so required, the same have been obtained. (d) This Lease and all related instruments and documents have been duly executed and delivered by the Lessee, and assuming the due authorization, execution, and delivery by the other party thereto, constitute legal, valid, and binding agreements of the Lessee enforceable against the Lessee in accordance with their terms. (e) There are no pending actions or proceedings to which Lessee is a member party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator, or administrative agency, which either individually or in the aggregate, would materially adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligation hereunder. Further, Lessee is not in default under any material obligations for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent which, either individually or in the aggregate, would have the same such effect. (“f) It is intended that under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property for all purposes and Lessee Group”hereby covenants not to take any action inconsistent with this intent; (g) delivered The financial statements of Lessee (copies of which have been furnished to Lessor Lessor) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods consistently applied, and fairly accurately and completely present Lessee's financial condition and the financial position and results from of its operations of Lessee, or of the Lessee Group, as of the stated date of and period(s); (ix) for the period covered by such statements in all material respects, and since the date of the most recently delivered financial data, such statements there has been no material adverse change in such conditions or operations. (h) The address stated on page one of this Lease is the financial or operating condition chief place of Lessee or business and chief executive office of Lessee; and the Lessee Group; (x) Lessee has does not received any tax conduct business under a trade, assumed, or accounting advice from Lessor, and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; and (xi) Lessee is not and, during the Initial Term and any extension or renewal thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institutionfictitious name.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants thatto Lessor the following with respect to each Lease as of the date lessee executes the Delivery and Acceptance Receipt related thereto: (ia) Lessee has is organized and validly existing under the laws of the state of its organization, with adequate power and capacity to enter into the Lease, any Schedule, all documents related to the purchase of the Equipment and any other documents required to be delivered in connection with this the Lease or the Equipment (collectivelyhereinafter "Documents') and is duly qualified to do business wherever necessary to carry on its present business, including all states where the “Documents”); Equipment is to be located: (iib) the Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or, except to the best knowledge extent that the enforcement of Lesseeremedies therein provided may be limited under applicable bankruptcy and insolvency laws: (c) no approval, threatened against consent or withholding of objections is required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance by Lessee which will impair of the Documents, except such as have already been obtained; (d) the entry into and performance by Lessee of its ability to perform obligations under the Lease; and all information supplied to Lessor is accurate and complete; (iii) Lessee’s entering into the Lease and leasing the Property and financing any Financed Items does not and Documents will not (ai) violate any judgment, order order, law or law regulation applicable to the Lease, Lessee or Lessee’s organizational documents; (ii) result in any breach of, constitute a default under or (b) result in the creation of any lien, charge, security interest or other encumbrance upon any item of the PropertyEquipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than as granted hereunder; (ivthe Lease or any purchase money security interest retained by any supplier) all information and representations furnished by Lessee to Lessor concerning the Property and Financed Items are accurate and correct; (v) the Property is personal property and when placed in use by Lessee will not be or become fixtures under applicable law; (vi) if which Lessee is a business entityparty: (e) there are no suits or proceedings pending or threatened in court or before any regulatory commission, it is board or other administrative governmental agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under the Lease; (f) the balance sheet and shall be validly existing and in good standing under laws statement of the state income of its organizationLessee, and Lessee shall give written notice to Lessor within 30 days or of any termination or revocation consolidated group of Lessee’s existence by its state of organization. which Lessee shall not change its state of organizationis a member, headquarters or residence without providing prior written notice heretofore delivered to Lessor; (vii) lessor have been prepared in accordance with generally accepted accounting principles and fairly present the persons signing the Documents are acting with all necessary authority and hold the offices indicated below their signatures, which are genuine; (viii) all financial data position of Lessee or of any the consolidated group of companies of which Lessee is a member (“Lessee Group”) delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date thereof and period(s); the results of its or their operations for the period or periods covered thereby and (ixg) since the date of the most recently delivered financial data, such balance sheet and statement of income there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group; its consolidated group and (xh) Lessee has conducted a review of its and its significant vendors' computer systems to identify those areas that could be affected by the Year 2000 issue and has developed and implemented a plan to resolve the issue and make its operations Year 2000 compliant prior to January 1, 2000 and the Year 2000 issue and the costs of resolving such issue will not received materially adversely affect its financial condition, business or operations prior to January 1, 2000. Year 2000 issue shall mean the failure of computer systems to in any tax or accounting advice from Lessor, way utilize data and Lessor shall have no liability for Lessee’s failure to secure any particular tax benefits or accounting treatment with respect information due to the Property, occurrence of the Financed Items Year 2000 or the Lease; and (xi) Lessee is not andinclusion of dates on or after January 1, during the Initial Term and any extension or renewal thereof, will not be, in breach or default of any material term of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institution2000.