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. The Lessee hereby represents, represents ------------------------------------- and 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, The Lessee or Lessee’s organizational documents; or (b1) 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 the state of its organizationincorporation, without limitation on the duration of its existence, (2) has the corporate power and authority to own its properties and assets and to carry on its business as now being conducted, (3) is duly qualified to do business in the State of New York, and (4) has the corporate power and authority to execute, enter into, deliver and perform this Lessee shall give written notice Guaranty as required hereunder. (b) The Lessee has the corporate power and authority to Lessor within 30 days execute, deliver and perform this Lessee Guaranty as required hereunder and to guarantee the payment of the principal of, redemption premium, if any, and interest on the Bond pursuant to the provisions hereof and this Lessee Guaranty is the legal, valid and binding obligation of the Lessee enforceable in accordance with its terms. (c) The execution, delivery and performance of this Lessee Guaranty by the Lessee, including the performance of the obligations to guarantee the payment of the Bond by the Lessee and the borrowing evidenced thereby, and all other actions contemplated by this Lessee Guaranty (1) have been duly authorized by all requisite corporate action by the Lessee, (2) will not violate (i) any provision of law, any order of any termination court or revocation other agency of government or any governmental rule or regulation, the Certificate of Incorporation or By-laws of the Lessee’s existence , or (ii) any provision of any indenture, agreement or other instrument to which the Lessee or any of its properties or assets are bound, and (3) will not be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, will not accelerate any debt or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Lessee other than as permitted by the terms of this Lessee Guaranty, the Mortgage Agreement and the Lease Agreement. (d) The assumption by the Lessee of its obligations hereunder will result in a direct financial benefit to the Lessee. (e) No registration with or consent or approval of, or other action by, any Federal, state or other governmental authority or regulatory body in the United States is required as of organization. the Closing Date in connection with the execution, delivery and performance of this Lessee shall Guaranty, or if so required, such registration has been made or such consent or approval given or such other appropriate action taken and the same is in full force and effect, and notice as to the nature of such has heretofore been given to the Bondholder. (f) Since the Last Financial Statement Date there has been no material adverse change in the business, properties or financial condition of the Lessee. (g) The Lessee has good and marketable title to all of its real and personal properties and tangible assets, and the real and personal properties and tangible assets reflected on the financial statements referred to in the Lease Agreement and this Lessee Guaranty (except for such real and personal properties and tangible assets as have been disposed of since the dates of such financial statements because no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business), and all such real and personal properties and tangible assets are free and clear of mortgage, pledges, liens, charges and other encumbrances of any nature whatsoever, except such as are not change its state expressly prohibited by the terms hereof. (h) There are no actions, suits or proceedings (whether or not purportedly on behalf of organizationthe Lessee) at law or in equity or by or before any Federal, headquarters state, municipal 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 signaturesother governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, now pending or threatened against or affecting it, which involve any of the transactions herein contemplated or the possibility which, if adversely determined, would materially impair the right of the Lessee to carry on its business substantially as now conducted or would materially adversely affect the financial condition of the Lease. (i) The Lessee has filed or caused to be filed all Federal, state and local tax returns that are genuine; required to be filed and has paid or caused to be paid all taxes required in connection with such returns or pursuant to any assessment received by it, to the extent that such taxes have become due, except for any tax or assessment the validity of which is being contested in good faith by appropriate proceedings, and the Lessee has set aside on its books adequate reserves with respect to any such tax or assessment so contested. (viiij) all The Lessee is not (i) a party to any agreement, indenture, lease or instrument, or (ii) subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation which materially adversely affects its business, properties, assets, operations or financial data of condition. (k) The Lessee is not in default in the performance, observance or fulfillment of any consolidated group of companies of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party and which materially affects its business, properties or assets, operations or financial condition. (l) The Lessee enjoys peaceful and undisturbed possession in all respects under all leases as to which it is a lessee and all such leases are valid and subsisting and in full force and effect on the date hereof. (m) The Lessee is a member in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder. No Reportable Event has occurred with respect to any Plan (“as defined in ERISA) administered by the Lessee. (n) The financial statements furnished to the Bondholder fairly present the financial condition and the results of operations of the Lessee Group”) delivered as of the dates and for the periods indicated therein and the balance sheets furnished to Lessor have been the Bondholder show all known material liabilities, direct or contingent, of the Lessee as of the respective dates thereof. Each financial statement referred to in this paragraph was prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present basis. (o) The Lessee agrees to furnish Bondholder within ninety (90) days from the end of each fiscal year a consolidated financial position and results from operations statement for Xxxxx International Enterprises Corp. inclusive of the Lessee, or which shall include a balance sheet, statement of operations and reconciliation of surplus for each fiscal year; to furnish Bondholder within ninety (90) days from the end of each fiscal year a financial statement. All 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 aforesaid shall be prepared in the financial or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received any tax or accordance with generally accepted accounting advice from Lessor, and Lessor shall have no liability for Lessee’s failure practices by accountants satisfactory 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 institutionBondholder.

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. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity In order to induce Lessor to enter into this Lease and to lease the LeaseEquipment to Lessee, any ScheduleLessee represents and warrants, as of the date hereof, and any other documents required to be delivered in connection with this Lease (collectivelyas of the date of execution of each Schedule hereunder, 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 that: (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 entityduly organized, it is and shall be validly existing and in good standing under the laws of the state jurisdiction of its organizationorganization with full 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. Lessee is duly qualified to do business and is in good standing as a foreign entity 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) Subject to the approval of the Lottery Commission pursuant to West Virginia Code 29-22A-7(a)(5), Lessee has full power and authority to enter into the transactions provided for in this Lease and has been duly authorized to do so by all necessary and appropriate action and, when executed and delivered by Lessee, this Lease will constitute the legal, valid and binding obligations of Lessee, enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to or affecting the enforcement of creditors' rights and the exercise of judicial discretion in accordance with general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) The execution, delivery, and performance by Lessee shall give written notice to Lessor within 30 days of this Lease and all related instruments and the consummation by Lessee of the transactions contemplated hereby: (i) do not require any stockholder approval or the consent of any termination trustee or revocation holder of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters any indebtedness 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 obligation of Lessee or 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, such approval or consent has been obtained), (ii) do not and will not result in any material violation of any consolidated group term of companies any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to it, (iv) are not in conflict with and do 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 Lessee is a member party or by which it or its property is bound or affected, and (“v) do not and will not contravene Lessee's articles of incorporation and by-laws. (d) There are no pending actions or proceedings to which Lessee Group”is a 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 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 would have the same such effect. (e) delivered Under the laws of West Virginia, the Equipment consists solely of personal property. (f) Lessee's financial statements (copies of which have been furnished or will be furnished to Lessor pursuant to paragraph 20) 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, 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. (g) The address stated on page one of this Lease is the financial chief place of business and chief executive office of Lessee; and Lessee does not conduct business under a trade, assumed, or operating condition of Lessee or of the Lessee Group; fictitious name. (xh) Lessee has not received any tax or accounting advice from Lessorreviewed the areas within its business and operations which could be adversely affected by, and Lessor shall have no liability for has developed or is developing a program to address on a timely basis the risk that certain computer applications used by Lessee may be unable to recognize and properly perform date-sensitive functions involving dates prior to and after December 31, 1999 (the "YEAR 2000 PROBLEM"). The Year 2000 Problem will not result, and is not reasonably expected to result, in any material adverse effect on the business, properties, assets, financial condition, results of operations or prospects of Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; ability of Lessee to duly and (xi) Lessee is not and, during punctually pay or perform its obligations hereunder and under 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 institutionrelated documents.

Lessee Representations and Warranties. Lessee hereby represents, warrants makes the following representations and covenants that: warranties to Lessor (iwith the understanding that Lessor is relying on said representations and warranties): (a) Lessee has adequate power the full right, power, and capacity authority to enter into execute, deliver, and perform this Lease without obtaining any consents or approval from, or taking any other actions with respect to, any third parties (or if any such consents, approvals, or other actions are required, the same have been fully accomplished prior to the execution of this Lease), and this 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, when executed and delivered by Lessee and Lessor, shall constitute valid, legal the valid and binding agreementsagreement of Lessee, and shall be enforceable against Lessee in accordance with their its terms; there are no proceedings presently pending or, to . (b) Lessee is duly incorporated and in good standing in the best knowledge state of Lessee, threatened against its incorporation. All requisite corporate action has been taken by Lessee which will impair its ability to perform under the Lease; in connection with making 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 judgmentconsummation of the transactions contemplated herein. The individual executing this Lease on behalf of the Lessee is authorized to do so and, order or law applicable to the upon executing this 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 this Lease shall be validly existing binding and in good standing under laws of the state of its organization, and enforceable on 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); its terms. (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; (xc) Lessee has not received any tax or accounting advice from Lessorcomplied with all applicable laws, ordinances, regulations, and Lessor shall have restrictions relating to this Lease. (d) There is no liability for pending or threatened litigation or claims against Lessee which would adversely impact Lessee’s failure ability to secure enter into this Lease or fully carry out its duties and obligations hereunder. (e) There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any particular tax benefits other debtor-relief laws pending 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 threatened against 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 In order to induce Lessor to enter into this Lease and to lease the LeaseEquipment to Lessee, any ScheduleLessee represents and warrants, as of the date hereof, and any other documents required to be delivered in connection with this Lease (collectivelyas of the date of execution of each Schedule hereunder, 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 that: (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 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) Under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property. (g) The financial statements of Lessee Group”(copies of which have been furnished to Lessor) delivered to 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, 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 representsrepresents and warrants, warrants and covenants that: shall be deemed to have made all of the representations and warranties as of the date each respective Equipment Schedule is executed and delivered by Lessee, as follows: (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, it is and shall be duly organized, validly existing existing, and in good standing under the laws of the state of its organizationincorporation and in all jurisdictions where the Equipment will be located or operated under the Lease. (ii) Lessee has all requisite power and authority to conduct its business, to own and lease its properties and to enter into and perform all of its obligations under the Lease. (iii) This Lease has been duly authorized by Lessee and constitutes the valid, legal, and binding obligation of Lessee shall give written notice to Lessor within 30 days of any termination or revocation of and is enforceable in accordance with its terms. (iv) To Lessee’s existence knowledge no event has occurred or is continuing which constitutes an Event of Default under the Lease. There is no judicial or administrative action, suit, order, or proceeding pending or to Lessee’s knowledge threatened against or affecting Lessee or any guarantor before or by its state any court, administrative agency or other governmental authority which brings into question the validity of organization. Lessee shall not change its state of organization, headquarters the transaction contemplated by the Lease (or residence without providing prior written notice to Lessor; (viiany guarantee thereof) or which might materially impair 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 ability of Lessee or any such guarantor to perform its obligations under the Lease or guarantee thereof. (v) Lessee has no contingent or disputed liabilities or unrealized or anticipated losses which in the aggregate are material or any material commitments of any consolidated group of companies of which an unusual or burdensome character; (vi) In addition to notices required herein, Lessee is a member (“Lessee Group”) delivered shall promptly give notice in writing to Lessor have been prepared of (a) the occurrence of an Event of Default, or any condition, event or act which with the giving of notice, failure to cure or the passage of time or all the foregoing would constitute such an Event of Default; and (b) any change 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 name of business 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 any change in the financial its form, management or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received organizational structure and any tax or accounting advice from Lessor, and Lessor shall have no liability for change in Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; and (xiaddress of principal location(s) 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 institutionbusiness.

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 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 In order to induce Lessor to enter into this Lease and to lease the LeaseEquipment to Lessee, any ScheduleLessee re presents and warrants, as of the date hereof, and any other documents required to be delivered in connection with this Lease (collectivelyas of the date of execution of each Schedule hereunder, 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 that: (a) violate any judgment, order or law applicable to the LeaseIf not a natural person, Lessee or Lessee’s organizational documents; or (b) result in the creation of any lienis duly organized, 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 the laws of the state jurisdiction of its organizationorganization with full 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. Lessee is duly qualified to do business and is in good standing as a foreign entity 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) Lessee has full power and authority to enter into the transactions provided for in this Lease and has been duly authorized to do so by all necessary and appropriate action and, when executed and delivered by Lessee, this Lease will constitute the legal, valid and binding obligations of Lessee, enforceable in accordance with its terms. (c) The execution, delivery, and performance by Lessee shall give written notice to Lessor within 30 days of this Lease and all related instruments and the consummation by Lessee of the transactions contemplated hereby: (i) do not require any stockholder approval or the consent of any termination trustee or revocation holder of Lessee’s existence by its state of organization. Lessee shall not change its state of organization, headquarters any indebtedness 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 obligation of Lessee or 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, such approval o r consent has been obtained), (ii) do not and will not result in any material violation of any consolidated group term of companies any agreement, instrument, judgment, decree, franchise, permit, order, law, statute, rule, or governmental regulation presently applicable to it, (iv) are not in conflict with and do 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 Lessee is a member party or by which it or its property is bound or affected, and (“v) do not and will not contravene Lessee's articles of incorporation and by-laws or other organizational documents. (d) There are no pending actions or proceedings to which Lessee Group”is a 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 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 would have the same such effect. (e) delivered Under the laws of the state(s) in which the Equipment is to Lessor be located, the Equipment consists solely of personal property. (f) Lessee's financial statements (copies of which have been furnished to 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, 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. (g) 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 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 does not andconduct business under a trade, during the Initial Term and any extension assumed, 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 representsrepresents and warrants as of the Closing Date, warrants the Amendment Date and covenants that: on each Funding Date for the benefit of each other party hereto as follows. (a) Lessee (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on Lessee's ability to perform its obligations under the Operative Documents. (b) Lessee has adequate the corporate power and capacity authority to enter into execute, deliver and perform the Leaseterms and provisions of each of the Operative Documents to which it is party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Operative Documents. Lessee has duly executed and delivered each of the Operative Documents to which it is party, and each of such Operative Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). (c) Neither the leasing of the Equipment, the execution, delivery or performance by Lessee of the Operative Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will, after giving effect to any waivers obtained by Lessee, conflict with or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Permitted Liens) upon any of the property or assets of Lessee, pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which Lessee is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of Lessee. (d) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (other than the filing of the Lessee Financing Statements and except as have otherwise been obtained or made on or prior to the date of this representation), or exemption by, any Schedulegovernmental or public body or authority, and or any other documents subdivision thereof, is required to be delivered authorize, or is required in connection with this Lease with, (collectivelyi) the execution, the “Documents”); delivery and performance by Lessee of any Operative Document to which it is a party or (ii) the Documents have been duly authorizedlegality, executed and delivered by validity, binding effect or enforceability against Lessee and constitute validof any such Operative Document. (e) There is no action, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently suit or other proceeding pending or, to the best knowledge of Lessee, threatened threatened, (i) with respect to the Revolver, Senior Notes, Asset Backed Securities, Merger or the transactions contemplated herein or (ii) that could reasonably be expected to result in a Material Adverse Effect. (f) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessee Collateral or any part thereof or any interest therein, or against Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender, Administrative Agent or Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby or (ii) on any payment to be made by Lessee pursuant to the Operative Documents or any other document contemplated thereby to which Lessee is a party. (g) No Lease Default has occurred and is continuing. (h) All representations and warranties of Lessee set forth in the other Operative Documents are true and correct in all material respects. (i) Lessee's chief executive office and its principal place of business are located at 4440 Brittmoore Road, Houston, Texas, and Lessee is incorporated in txx Xxxxx xx Xxxxx. (j) The transaction contemplated hereby (i) is not required to be registered pursuant to Code Section 6111(d) or any regulation promulgated thereunder or (ii) was properly and timely registered in accordance with Code Section 6111(d) and any regulations promulgated thereunder as of the date of this representation and the correct registration number was (or will impair its ability be within ten (10) Business Days of receipt by Lessee) provided to perform Lessor, Indenture Trustee and each Tranche A Noteholder, and Tranche B Lender identified in the Operative Documents on the date of this representation by name and address. Each party hereto hereby agrees to provide to Lessee promptly after written request therefor any information requested by Lessee on or prior to the date of this representation and necessary for Lessee to register the transaction. (k) [Reserved] (l) There are no Liens other than Permitted Liens and Lessor Liens on any Item of Equipment, the proceeds of any Item of Equipment or the insurance required under the Lease; and all information supplied to Lessor is accurate and complete; Lease Agreement. (iiim) 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 Each Item 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 Equipment is personal property and when placed not a fixture attached to realty under Applicable Law. (n) Each Item of Equipment has permanently affixed thereto the unit number or other identification number set forth therefor on the related Lease Supplement. (o) The provisions of this Agreement and the Lease Supplement are effective to create in use favor of Lessor and Collateral Agent a legal, valid and enforceable security interest in each Item of Equipment; Lessor and Collateral Agent shall be entitled to all of the rights and benefits and priorities provided to a holder of a perfected first priority Lien under Applicable Law subject to no Liens other than Permitted Liens or Lessor Liens, and all recordations and filings have been accomplished in each jurisdiction as required by law to establish and perfect Lessor's and Collateral Agent's respective rights in and to such Lessee Collateral or Lessor Collateral, as the case may be, or due provision has been made therefor, and any giving of notice or any other action to such end required by Applicable Law has been given or taken. (p) The provisions of this Agreement are effective to create in favor of Collateral Agent a legal, valid and enforceable security interest in all right, title and interest of Lessor in Lessor Collateral, and, in reliance on the accuracy of the representation and warranty of Lessor in Section 2.4(b), the filing of the financing statements executed by Lessor as debtor with the Secretary of State for the States of Delaware and in the applicable filing office(s) in each state where Revised Article 9 of the UCC has not been adopted or is not yet effective in which Items of Equipment are located perfects such security interest in the Lessor Collateral, subject to no Liens other than Permitted Liens and Lessor Liens, and Collateral Agent shall be entitled to all of the rights, benefits, and priorities provided to a holder of liens of such type under Applicable Law. (q) [Reserved] (r) [Reserved] (s) [Reserved] (t) No Item of Equipment is intended by Lessee will not to be "equipment used in farming operations" as such terms are used in Section 9-401 of the New York Uniform Commercial Code or become fixtures under any correlative provision of any other applicable law; (vi) if Lessee is a business entity, it is state's Uniform Commercial Code and no Item of Equipment shall be validly existing and in good standing "goods covered by a certificate of title issued under laws a statute of this state or of another jurisdiction under the law of which indication of a security interest on the certificate is required as a condition of perfection" within the meaning of Section 9-103 of the state New York Uniform Commercial Code or any correlative provision of any other applicable state's Uniform Commercial Code. (u) The audited consolidated balance sheet of Guarantor and its consolidated subsidiaries as at March 31, 2001 and the related consolidated statement of income, stockholders' equity and cash flow of Guarantor and its consolidated subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte Touche heretofore furnished to Lessor, each Tranche B Lender and Administrative Agent are complete and correct and fairly present the consolidated financial condition of Guarantor and its consolidated subsidiaries as at said dates and the results of its organizationoperations for the fiscal year on said dates in all material respects, 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 GAAP, as applied on a consistent basis with prior periods and fairly present basis. Neither Lessee nor any Subsidiary has on the financial position and results Amendment Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from operations of Lesseeany unfavorable commitments, except as referred to or of reflected or provided for in the Lessee GroupFinancial Statements or in Schedule 5. Since March 31, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data2001, there has been no material adverse change in or event having a Material Adverse Effect. Since the financial or operating condition date of the Financial Statements, neither the business nor the Properties of Lessee or any Subsidiary have been materially and adversely affected as a result of the Lessee Group; (x) Lessee has not received any tax fire, explosion, earthquake, flood, drought, windstorm, accident, strike or accounting advice from Lessorother labor disturbance, and Lessor shall have no liability for Lessee’s failure to secure embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any particular tax benefits Governmental Equity, riot, activities of armed forces or accounting treatment with acts of God or of any public enemy. With respect to the PropertyClosing Date and the Amendment Date, notwithstanding anything contained herein to the contrary, the Financed Items or "Financial Statements" referenced in this Section 2.1(u) and in Sections 9.3(f) and 9.3(h) are the Lease; proforma financial statements contained in the Offering Memorandum which gives effect to the Merger and (xi) Lessee is not andfor each Funding Date thereafter, during notwithstanding anything contained herein to the Initial Term and any extension or renewal thereofcontrary, will not be, such "Financial Statements" are the Financial Statements identified as such 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 institutionthe Participation Agreement Supplement for such Funding Date.

Lessee Representations and Warranties. Lessee hereby representsrepresents and warrants, warrants and covenants that: shall be deemed to have made all of the representations and warranties as of the date each respective Equipment Schedule is executed and delivered by Lessee, as follows: (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, it is and shall be duly organized, validly existing existing, and in good standing under the laws of the state of its organizationincorporation and in all jurisdictions where the Equipment will be located or operated under the Lease. (ii) Lessee has all requisite power and authority to conduct its business, to own and lease its properties and to enter into and perform all of its obligations under the Lease. (iii) This Lease has been duly authorized by Lessee and constitutes the valid, legal, and binding obligation of Lessee shall give written notice to Lessor within 30 days and is enforceable in accordance with its terms. (iv) No event has occurred or is continuing which constitutes an event of default under the Lease. There is no judicial or administrative action, suit, order, or proceeding pending or threatened against or affecting Lessee or any termination guarantor before or revocation by any court, administrative agency or other governmental authority which brings into question the validity of Lessee’s existence the transaction contemplated by its state of organization. Lessee shall not change its state of organization, headquarters the Lease (or residence without providing prior written notice to Lessor; (viiany guarantee thereof) or which might materially impair 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 ability of Lessee or any such guarantor to perform its obligations under the Lease or guarantee thereof. (v) Lessee has no contingent or disputed liabilities or unrealized or anticipated losses which in the aggregate are material or any material commitments of any consolidated group of companies of which an unusual or burdensome character; (vi) In addition to notices required herein, Lessee is a member (“Lessee Group”) delivered shall immediately give notice in writing to Lessor have been prepared of (a) the occurrence of an Event of Default, or any condition, event or act which with the giving of notice, failure to cure or the passage of time or all the foregoing would constitute such an Event of Default; and (b) any change 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 name of business 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 any change in the financial its form, management 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 organizational structure and any extension or renewal thereof, will not be, change in breach or default Lessee's address of any material term principal location(s) of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institutionbusiness.

Lessee Representations and Warranties. Lessee hereby representsrepresents and warrants to Lessor that as of the date it enters into any Agreement or any Schedule thereto: a. it has obtained the necessary internal and external approvals, warrants consents and covenants that: (i) Lessee has adequate power and capacity authorizations to enable it to enter into the Lease, any Schedule, and any other documents required Agreement; b. the Lessee’s signatories to be delivered in connection with this Lease (collectively, the “Documents”); (ii) Agreement have the Documents have been duly authorized, executed and delivered by authority to bind the Lessee and constitute valid, legal do so by their signature; c. the Agreement is a legally valid and binding agreementsobligation of Lessee, enforceable in accordance with their its terms; ; d. all representations made, and any information supplied to Lessor (including those related to its financial status, and each Product, including the prices thereof) are true, accurate and complete; e. there are exists no proceedings presently pending ormaterial default as to any other agreement to which Lessee is a party, to the best knowledge of and no potential liability of f. Lessee, threatened against Lessee which will legal or otherwise, that might impair its ability to perform under the Leasecomply with this Agreement; 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 legal entity, it is and shall be duly organized, validly existing and in good standing under the laws of the state jurisdiction of its organizationorganization and in each jurisdiction where Products will be located, with full legal and organizational power to enter into this Agreement; g. the execution and delivery of this Agreement by Xxxxxx and performance of its obligations hereunder will not violate any judgment, order, law, or governmental regulation affecting Lessee shall give written notice to Lessor within 30 days of or any termination or revocation provision of Lessee’s existence by its state of organization. Lessee shall not change its state of documents or 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 nor result in 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 instrument or agreement to which Lessee is a party or to which Lessee may be bound; and h. Lessee has selected each Product listed in the Schedule and accepts responsibility for its use and the results obtained therefrom. Xxxxxx agrees to indemnify Lessor for any damage caused by Xxxxxx’s breach of this Agreement and to reimburse Lessor all expenses incurred in order to protect or guarantee its rights and interests with respect to this Agreement and the Products. i. Xxxxxx agrees to indemnify Lessor for any loan agreement damage caused by Xxxxxx’s breach of this Agreement and to reimburse Lessor all expenses incurred in order to protect or other agreement concerning Lessee’s primary line of credit or similar loan facility guarantee its rights and interests with any bank or other financial institutionrespect to this Agreement and the Products.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity In order to induce Lessor to enter into this Lease and to lease the LeaseEquipment to Lessee, any ScheduleLessee represents and warrants, as of the date hereof, and any other documents required to be delivered in connection with this Lease (collectivelyas of the date of execution of each Schedule hereunder, 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 that: (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 the financial such conditions 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 institutionoperations.

Lessee Representations and Warranties. Lessee hereby represents, warrants and covenants that: (i) Lessee has adequate power and capacity In order to induce Lessor to enter into this Lease and to lease the LeaseEquipment to Lessee, any ScheduleLessee represents and warrants, as of the date hereof, and any other documents required to be delivered in connection with this Lease (collectivelyas of the date of execution of each Schedule hereunder, 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 that: (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, (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) Under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property. (g) The financial statements of Lessee Group”(copies of which have been furnished to Lessor) delivered to 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 operations of Lessee, or of the Lessee Group, its operation as of the stated date of and period(s); (ix) for the period covered by such statements, 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 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 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 represents and covenants that: (i) Lessee has adequate power and capacity to enter into the Lease, any Schedulewarrants, and any other documents required shall be deemed to be delivered in connection with this Lease (collectively, have made all of the “Documents”); (ii) representations and warranties as of the Documents have been duly authorized, date each respective Equipment Schedule is 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; as follows: (iiii) 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 If Lessee is a business entitycorporation, it limited liability company, or partnership, Lessee is and shall be duly organized, validly existing existing, and in good standing under the laws of the state of its organizationorganization and in all jurisdictions where the Equipment will be located or operated under the Lease. (ii) Lessee has all requisite power and authority to conduct its business, to own and lease its properties and to enter into and perform all of its obligations under the Lease. (iii) This Lease has been duly authorized by Lessee and constitutes the valid, legal, and binding obligation of Lessee shall give written notice to Lessor within 30 days and is enforceable in accordance with its terms. (iv) No event has occurred or is continuing which constitutes an Event of Default under the Lease. There is no judicial or administrative action, suit, order, or proceeding pending or threatened against or affecting Lessee or any termination guarantor before or revocation by any court, administrative agency or other governmental authority which brings into question the validity of Lessee’s existence the transaction contemplated by its state of organization. Lessee shall not change its state of organization, headquarters the Lease (or residence without providing prior written notice to Lessor; (viiany guarantee thereof) or which might materially impair 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 ability of Lessee or any such guarantor to perform its obligations under the Lease or guarantee thereof. (v) Lessee has no contingent or disputed liabilities or unrealized or anticipated losses which in the aggregate are material or any material commitments of any consolidated group of companies of which an unusual or burdensome character; Initial Here (vi) In addition to notices required herein, Lessee is a member (“Lessee Group”) delivered shall immediately give notice in writing to Lessor have been prepared of (a) the occurrence of an Event of Default, or any condition, event or act which with the giving of notice, failure to cure or the passage of time or all the foregoing would constitute such an Event of Default; and (b) any change 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 name of business 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 any change in the financial its form, management or operating condition of Lessee or of the Lessee Group; (x) Lessee has not received organizational structure and any tax or accounting advice from Lessor, and Lessor shall have no liability for change in Lessee’s failure to secure any particular tax benefits or accounting treatment with respect to the Property, the Financed Items or the Lease; and (xiaddress of principal location(s) 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 institutionbusiness.

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.

Lessee Representations and Warranties. Lessee hereby represents, represents and warrants as of the date hereof and covenants on each Funding Date for the benefit of each other party hereto that: : (a) Lessee (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Lessee's ability to perform its obligations under the Operative Documents or on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of Guarantor and its Subsidiaries taken as a whole. (b) Lessee has adequate the corporate power and capacity authority to enter into execute, deliver and perform the Leaseterms and provisions of each of the Operative Documents to which it is party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Operative Documents. Lessee has duly executed and delivered each of the Operative Documents to which it is party, and each of such Operative Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). (c) Neither the leasing of the Equipment, the execution, delivery or performance by Lessee of the Operative Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will, after giving effect to any waivers, conflict with or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Permitted Liens) upon any of the property or assets of Lessee pursuant to the terms of any indenture, mortgage, deed of 1trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which Lessee is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of Lessee. (d) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (other than the filing of the Lessee Financing Statements and except as have otherwise been obtained or made on or prior to the Closing Date), or exemption by, any Schedulegovernmental or public body or authority, and or any other documents subdivision thereof, is required to be delivered authorize, or is required in connection with this Lease with, (collectivelyi) the execution, the “Documents”); delivery and performance by Lessee of any Operative Document to which it is a party or (ii) the Documents have been duly authorizedlegality, executed and delivered by validity, binding effect or enforceability against Lessee and constitute validof any such Operative Document. (e) There is no action, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently suit or other proceeding pending or, to the best knowledge of Lessee's, threatened against Lessee which will impair its ability to perform under the Lease; and all information supplied to Lessor is accurate and complete; threatened, (iiii) 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 Revolver or the Lease; transaction contemplated herein or (ii) that could reasonably be expected to materially and adversely affect the business, operations, property, assets, liabilities, condition (xifinancial or otherwise) or prospects of Lessee and its Subsidiaries taken as a whole. (f) No Lease Default has occurred and is not andcontinuing. (g) All representations and warranties of Lessee (or its predecessors in interest) set forth in the other Operative Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made) and shall be true and correct in all material respects as of each Funding Date as if such representations and warranties were made on and as of such date, during the Initial Term and any extension or renewal thereof, will not beunless stated to relate to a specific earlier date, in breach or default which case such representations and warranties shall be true and correct in all material respects as of any material term such earlier date. (h) Lessee's chief executive office is located at 4440 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 xxx its principal place of any loan agreement or other agreement concerning Lessee’s primary line of credit or similar loan facility with any bank or other financial institutionbusiness is located at [ ].

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 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.its consolidated group;

Lessee Representations and Warranties. Lessee hereby represents---------------------------------------- represents and warrants as of the Closing Date, warrants the Amendment Date and covenants that: on each Funding Date for the benefit of each other party hereto as follows. (a) Lessee (i) is a duly organized and validly existing corporation in good standing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority to own its property and assets and to transact the business in which it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its property or the conduct of its business requires such qualifications except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on Lessee's ability to perform its obligations under the Operative Documents. (b) Lessee has adequate the corporate power and capacity authority to enter into execute, deliver and perform the Leaseterms and provisions of each of the Operative Documents to which it is party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of each of such Operative Documents. Lessee has duly executed and delivered each of the Operative Documents to which it is party, and each of such Operative Documents constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regard-less of whether enforcement is sought in equity or at law). (c) Neither the leasing of the Equipment, the execution, delivery or performance by Lessee of the Operative Documents to which it is a party, nor compliance by it with the terms and provisions thereof, (i) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will, after giving effect to any waivers obtained by Lessee, conflict with or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Permitted Liens) upon any of the property or assets of Lessee, pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which Lessee is a party or by which it or any of its property or assets is bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of Lessee. (d) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (other than the filing of the Lessee Financing Statements and except as have otherwise been obtained or made on or prior to the date of this representation), or exemption by, any Schedulegovernmental or public body or authority, and or any other documents subdivision thereof, is required to be delivered authorize, or is required in connection with this Lease with, (collectivelyi) the execution, the “Documents”); delivery and performance by Lessee of any Operative Document to which it is a party or (ii) the Documents have been duly authorizedlegality, executed and delivered by validity, binding effect or enforceability against Lessee and constitute validof any such Operative Document. (e) There is no action, legal and binding agreements, enforceable in accordance with their terms; there are no proceedings presently suit or other proceeding pending or, to the best knowledge of Lessee, threatened threatened, (i) with respect to the Revolver, Senior Notes, Asset Backed Securities, Merger or the transactions contemplated herein or (ii) that could reasonably be expected to result in a Material Adverse Effect. (f) There is no tax, levy, impost, deduction, charge or withholding which may be imposed on or asserted against the Lessee Collateral or any part thereof or any interest therein, or against Indenture Trustee, any Tranche A Noteholder, any Tranche B Lender, Administrative Agent or Collateral Agent either (i) on or by virtue of the execution or delivery of Operative Documents or any other document contemplated thereby or (ii) on any payment to be made by Lessee pursuant to the Operative Documents or any other document contemplated thereby to which Lessee is a party. (g) No Lease Default has occurred and is continuing. (h) All representations and warranties of Lessee set forth in the other Operative Documents are true and correct in all material respects. (i) Lessee's chief executive office and its principal place of business are located at 4440 Brittmoore Road, Houston, Texas, and Lessee is incorporated ix xxx Xxxxx xx Xxxxx. (j) The transaction contemplated hereby (i) is not required to be registered pursuant to Code Section 6111(d) or any regulation promulgated thereunder or (ii) was properly and timely registered in accordance with Code Section 6111(d) and any regulations promulgated thereunder as of the date of this representation and the correct registration number was (or will impair its ability be within ten (10) Business Days of receipt by Lessee) provided to perform Lessor, Indenture Trustee and each Tranche A Noteholder, and Tranche B Lender identified in the Operative Documents on the date of this representation by name and address. Each party hereto hereby agrees to provide to Lessee promptly after written request therefor any information requested by Lessee on or prior to the date of this representation and necessary for Lessee to register the transaction. (k) [Reserved] (l) There are no Liens other than Permitted Liens and Lessor Liens on any Item of Equipment, the proceeds of any Item of Equipment or the insurance required under the Lease; and all information supplied to Lessor is accurate and complete; Lease Agreement. (iiim) 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 Each Item 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 Equipment is personal property and when placed not a fixture attached to realty under Applicable Law. (n) Each Item of Equipment has permanently affixed thereto the unit number or other identification number set forth therefor on the related Lease Supplement. (o) The provisions of this Agreement and the Lease Supplement are effective to create in use favor of Lessor and Collateral Agent a legal, valid and enforceable security interest in each Item of Equipment; Lessor and Collateral Agent shall be entitled to all of the rights and benefits and priorities provided to a holder of a perfected first priority Lien under Applicable Law subject to no Liens other than Permitted Liens or Lessor Liens, and all recordations and filings have been accomplished in each jurisdiction as required by law to establish and perfect Lessor's and Collateral Agent's respective rights in and to such Lessee Collateral or Lessor Collateral, as the case may be, or due provision has been made therefor, and any giving of notice or any other action to such end required by Applicable Law has been given or taken. (p) The provisions of this Agreement are effective to create in favor of Collateral Agent a legal, valid and enforceable security interest in all right, title and interest of Lessor in Lessor Collateral, and, in reliance on the accuracy of the representation and warranty of Lessor in Section 2.4(b), the filing of the financing statements executed by Lessor as debtor with the Secretary of State for the States of Delaware and in the applicable filing office(s) in each state where Revised Article 9 of the UCC has not been adopted or is not yet effective in which Items of Equipment are located perfects such security interest in the Lessor Collateral, subject to no Liens other than Permitted Liens and Lessor Liens, and Collateral Agent shall be entitled to all of the rights, benefits, and priorities provided to a holder of liens of such type under Applicable Law. (q) [Reserved] (r) [Reserved] (s) [Reserved] (t) No Item of Equipment is intended by Lessee will not to be "equipment used in farming operations" as such terms are used in Section 9-401 of the New York Uniform Commercial Code or become fixtures under any correlative provision of any other applicable law; (vi) if Lessee is a business entity, it is state's Uniform Commercial Code and no Item of Equipment shall be validly existing and in good standing "goods covered by a certificate of title issued under laws a statute of this state or of another jurisdiction under the law of which indication of a security interest on the certificate is required as a condition of perfection" within the meaning of Section 9-103 of the state New York Uniform Commercial Code or any correlative provision of any other applicable state's Uniform Commercial Code. (u) The audited consolidated balance sheet of Guarantor and its consolidated subsidiaries as at March 31, 2001 and the related consolidated statement of income, stockholders' equity and cash flow of Guarantor and its consolidated subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte Touche heretofore furnished to Lessor, each Tranche B Lender and Administrative Agent are complete and correct and fairly present the consolidated financial condition of Guarantor and its consolidated subsidiaries as at said dates and the results of its organizationoperations for the fiscal year on said dates in all material respects, 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 GAAP, as applied on a consistent basis with prior periods and fairly present basis. Neither Lessee nor any Subsidiary has on the financial position and results Amendment Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from operations of Lesseeany unfavorable commitments, except as referred to or of reflected or provided for in the Lessee GroupFinancial Statements or in Schedule 5. Since March 31, as of the stated date and period(s); (ix) since the date of the most recently delivered financial data2001, there has been no material adverse change in or event having a Material Adverse Effect. Since the financial or operating condition date of the Financial Statements, neither the business nor the Properties of Lessee or any Subsidiary have been materially and adversely affected as a result of the Lessee Group; (x) Lessee has not received any tax fire, explosion, earthquake, flood, drought, windstorm, accident, strike or accounting advice from Lessorother labor disturbance, and Lessor shall have no liability for Lessee’s failure to secure embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any particular tax benefits Governmental Equity, riot, activities of armed forces or accounting treatment with acts of God or of any public enemy. With respect to the PropertyClosing Date and the Amendment Date, notwithstanding anything contained herein to the contrary, the Financed Items or "Financial Statements" referenced in this Section 2.1(u) and in Sections 9.3(f) and 9.3(h) are the Lease; proforma financial statements contained in the Offering Memorandum which gives effect to the Merger and (xi) Lessee is not andfor each Funding Date thereafter, during notwithstanding anything contained herein to the Initial Term and any extension or renewal thereofcontrary, will not be, such "Financial Statements" are the Financial Statements identified as such 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 institutionthe Participation Agreement Supplement for such Funding Date.