Common use of Lessee’s Representations and Warranties Clause in Contracts

Lessee’s Representations and Warranties. Lessee represents and warrants (and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under this Lease and the other Transactional Documents; (iv) this Lease and the other Transactional Documents have been duly authorized, executed and delivered by Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection with the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of Lessee, threatened, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements.

Lessee’s Representations and Warranties. Lessee represents hereby makes the following representations and warrants (warranties, which representations and if requested by Lessor, promptly will provide supporting documents to warranties shall survive the effect execution and an opinion delivery of counsel substantially in this Lease and the form requested by Lessor) that as delivery of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderAircraft: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is a corporation duly organized, validly existing and in good standing under the laws Laws of Colorado and has the jurisdiction of its organization, corporate power and is qualified and in good standing to do business wherever necessary authority to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") as presently conducted and to pay and perform its obligations under this Lease and the other Transactional DocumentsLease; (ivii) this Lease and the other Transactional Documents have has been duly authorized, executed and delivered authorized by all necessary corporate action on the part of Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, hereof nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions terms hereof will contravene any applicable Law or result in any breach of, or constitute any default under, or result in the creation of any Certificate Lien upon any property of Incorporation or By-laws or partnership or trust Lessee under, any credit agreement or certificate of Lesseeinstrument, corporate charter or of any applicable law, judgment, order, writ, injunction, decree, award, rule by-law or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it Lessee or its property is properties or assets are bound or affected affected; (iii) Lessee has received every consent, approval or pursuant authorization, and has given every notice, that is required for Lessee to execute and deliver this Lease, and to perform the transactions contemplated hereby and all of which it is constitutedremain valid and effective; (iv) this Lease has been duly executed and delivered by Lessee, and this Lease does, and the Lease Supplement when executed and delivered by Lessee will, constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their respective terms, but subject to bankruptcy, insolvency, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipmentsimilar laws affecting creditors' rights generally; (viiv) no consentthe consolidated financial statements of Lessee, approvalincluding the balance sheets and unaudited statements of income and retained earnings of Lessee, withholding of objection or other authorization of or by any courtfor the current year and if available, administrative agencythe immediately preceding fiscal year, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished to Lessor, are prepared in connection accordance with generally accepted accounting principles, and present fairly the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease financial position and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge operations of Lessee, threatenedand subsequent to the conclusion of the last such period, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change in such position or threatened change operations; (vi) the chief executive office or chief place of business (as such terms are used in Lessee'sDivision 9 of the Uniform Commercial Code) of Lessee is located at 00000 X. 00xx Xxxxxx, any Guarantor's or any Manufacturer's financial or other condition#000, businessXxxxxx, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date Xxxxxxxx 00000; (vii) each of this Master LeaseLease and any other document, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, certificate or from the written information that has been supplied statement furnished to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) on behalf of Lessee possesses any and all authorizations, certifications and licenses which are in connection with the transactions contemplated hereby or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment thereby does not exceed the fair and usual price for like quantity purchases contain any untrue statement of such item and reflects all discounts, rebates and allowances for the Equipment given a material fact or omit to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement state a material fact necessary in order to make the information supplied statements contained herein and therein not misleading; and (xiv) there is no fact, to the financial statements best knowledge of Lessee, which has not been disclosed to Lessor in writing on or before the date of execution of this Lease and which materially adversely affects or will materially adversely affect the ability of Lessee to carry on its business or to perform its obligations under this Lease; and any Guarantor have been prepared (viii) Lessor shall be entitled to the benefits of a lessor under Title 11 U.S.C. Section 1110 as in accordance with generally accepted accounting principles consistently applied and accurately and completely present effect on the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statementsdate hereof.

Lessee’s Representations and Warranties. Lessee represents and warrants (and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs of execution and delivery of this Master Lease, Lease and each Equipment Schedule as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderfollows: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (iia) Lessee is a corporation organized under the laws of the State of Delaware, having a principal place of business at 2000 Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxx 00000, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the organization with full power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under the Equipment Schedule and this Lease as incorporated therein by reference, and is duly qualified or licensed in all other jurisdictions where its failure to so qualify would adversely affect the other Transactional Documentsconduct of its business or its ability to perform any of its obligations under or the enforceability of this Lease; (ivb) each Equipment Schedule, this Master Lease and the all other Transactional Lease Documents have been duly authorized, executed and delivered by Lessee, and constitute the are valid, legal and binding obligations of Lessee, are enforceable against Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of terms and do not and will not contravene any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of or constitute a default under Lessee’s organization documents, any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee it is a party or by which it or any of its property is bound or affected or pursuant to which it is constitutedbound, or constitutes a default under any thereof applicable law, regulation or will result in the creation order of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee governmental authority; (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect c) Lessor's or any Assignee's ’s right, title and interest in and to the Equipment and the Rent therefrom will vest in Lessor upon Lessee’s acceptance of the Equipment for lease hereunder and will not be affected or impaired by the terms of any agreement or instrument by which Lessee or any of the Equipmentits property is bound; (viid) no consentapproval of, approvalor filing with, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, required in connection with the execution, delivery or performance by Lessee’s entering into, or the consummation by Lesseepayment or performance of its obligations under, of the transactions contemplated by this Lease and the other Transactional Lease Documents; (viiie) there are no actions, suits or proceedings pending, pending or, to the knowledge of Lessee, threatened, in before any court or before any administrative governmental agency or other governmental authority against or affecting Lessee, Lessee which, if decided adversely decided to Lessee, would or could, individually or in the aggregate, materially and adversely affect the financial conduct of its business or other condition, business, operations, properties, assets or prospects of Lessee or the its ability of Lessee to perform any of its obligations under or the enforceability of this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to LessorLease; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xivf) the financial statements of Lessee and any Guarantor which have been delivered to Lessor have been prepared in accordance with generally accepted accounting principles consistently applied applied, and accurately and completely fairly present the Lessee’s financial condition and the results of its operations as of Lessee and such Guarantors at the dates date of and for the periods period covered by such statementsstatements (subject to customary year-end adjustments), and since the date of such statements there has been no adverse change in such financial condition or operations; (g) Lessee’s full and correct legal name is set forth on the signature page hereof and Lessee will not change its legal name or the location of its jurisdiction of organization without giving to Lessor at least thirty (30) days prior written notice thereof; (h) the Equipment will always be used for business or commercial, and not personal, purposes; (i) Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have an adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Lease; (j) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (k) Lessee is, and will remain, in full compliance with all laws and regulations applicable to it including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (C) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. Lessee’s representations and warranties shall survive termination or expiration of the Lease.

Lessee’s Representations and Warranties. Lessee represents and warrants (and if reasonably requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under this Lease and the other Transactional Documents; (iv) this Lease and the other Transactional Documents have been duly authorized, executed and delivered by Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection with the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of Lessee, threatened, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; , (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost to the Company's knowledge pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present in all material respects the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statementsstatements except that the quarterly interim financial statements of Lessee do not contain full footnote disclosure.

Lessee’s Representations and Warranties. Lessee represents hereby makes the following representations and warrants (warranties, which representations and if requested by Lessor, promptly will provide supporting documents to warranties shall survive the effect execution and an opinion delivery of counsel substantially in this Lease and the form requested by Lessor) that as delivery of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderAircraft: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is a corporation duly organized, validly existing and in good standing under the laws Laws of Colorado and has the jurisdiction of its organization, corporate power and is qualified and in good standing to do business wherever necessary authority to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") as presently conducted and to pay and perform its obligations under this Lease and the other Transactional DocumentsLease; (ivii) this Lease and the other Transactional Documents have has been duly authorized, executed and delivered authorized by all necessary corporate action on the part of Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, hereof nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions terms hereof will contravene any applicable Law or result in any breach of, or constitute any default under, or result in the creation of any Certificate Lien upon any property of Incorporation or By-laws or partnership or trust Lessee under, any credit agreement or certificate of Lesseeinstrument, corporate charter or of any applicable law, judgment, order, writ, injunction, decree, award, rule by-law or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it Lessee or its property is properties or assets are bound or affected affected; (iii) Lessee has received every consent, approval or pursuant authorization, and has given every notice, that is required for Lessee to execute and deliver this Lease, and to perform the transactions contemplated hereby and all of which it is constitutedremain valid and effective; (iv) this Lease has been duly executed and delivered by Lessee, and this Lease does, and the Lease Supplement when executed and delivered by Lessee will, constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their respective terms, but subject to bankruptcy, insolvency, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipmentsimilar laws affecting creditors' rights generally; (viiv) no consentthe consolidated financial statements of Lessee, approvalincluding the balance sheets and unaudited statements of income and retained earnings of Lessee, withholding of objection or other authorization of or by any courtfor the current year and if available, administrative agencythe immediately preceding fiscal year, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished to Lessor, are prepared in connection accordance with generally accepted accounting principles, and present fairly the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease financial position and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge operations of Lessee, threatenedand subsequent to the conclusion of the last such period, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change in such position or threatened change operations; (vi) the chief executive office or chief place of business (as such terms are used in Lessee'sDivision 9 of the Uniform Commercial Code) of Lessee is located at 00000 X. 00xx Xxxxxx, any Guarantor's or any Manufacturer's financial or other condition#000, businessXxxxxx, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date Xxxxxxxx 00000; (vii) each of this Master LeaseLease and any other document, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, certificate or from the written information that has been supplied statement furnished to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) on behalf of Lessee possesses any and all authorizations, certifications and licenses which are in connection with the transactions contemplated hereby or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment thereby does not exceed the fair and usual price for like quantity purchases contain any untrue statement of such item and reflects all discounts, rebates and allowances for the Equipment given a material fact or omit to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement state a material fact necessary in order to make the information supplied statements contained herein and therein not misleading; and (xiv) there is no fact, to the financial statements best knowledge of Lessee, which has not been disclosed to Lessor in writing on or before the date of execution of this Lease and which materially adversely affects or will materially adversely affect the ability of Lessee to carry on its business or to perform its obligations under this Lease; and any Guarantor have been prepared (viii) Lessor shall be entitled to the benefits of a lessor under Title 11 U.S.C. Section 1110 as in accordance with generally accepted accounting principles consistently applied and accurately and completely present effect on the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements.date hereof

Lessee’s Representations and Warranties. Lessee represents and warrants (as follows: a. The execution, delivery and if requested performance by Lessee of any Lease does not violate any law or governmental rule, regulation, or order applicable to Lessee, does not and will not contravene any provision of, constitute a default under, or result in the creation of any lien on or in any property or assets of the lessee, pursuant to any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Irate, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; b. If Lessee is a partnership, that it is duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, that it is duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full3 power and authority to hold property under lease and to enter into and perform its obligations under any Lease; that the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary action on the part of the Lessee, and is not inconsistent with its partnership agreement or other governing instruments. Upon request, Lessee will deliver to Lessor certified copies of its partnership agreement and other governing instruments and original certificate of partners and other instruments deemed necessary or desirable by Lessor. To the extent required by applicable law, promptly will provide supporting documents to Lessee has filed and published its fictitious business name certificate; c. If Lessee is a corporation, that it is duly organized and validly existing in good standing under the effect and an opinion of counsel substantially in the form requested by Lessor) that as laws of the date jurisdiction of its incorporation, that it is duly qualified to do business in each jurisdiction where any Property is, or is to be located, and has full corporate power and authority to hold property under lease and to enter into and perform its obligations under any Lease; that the execution, delivery and performance by Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment Lease has been accepted for lease hereunderduly authorized by all necessary corporate action on the part of Lessee, as and is not inconsistent with its articles of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder: incorporation or by-laws or other governing instruments; d. (i) all items Lessee's state of organization is the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified state listed in the applicable Rental Schedule in which event the specified items introductory paragraph of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencementthis lease; (ii) Lessee's principal office is located in the state listed in the introductory paragraph of this Lease; (iii) Lessee is the legal entity or organization indicated in the introductory paragraph of this Lease, which organization is duly organized, validly existing and in good standing under the laws of the jurisdiction state listed in the introductory paragraph of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") ; and to pay and perform its obligations under this Lease and the other Transactional Documents; (iv) Lessee's full and exact legal name is the same as listed in the introductory paragraph of this Lease and the Lease; e. No action, including any permits or consents, in respect of or by any state, federal or other Transactional Documents have been duly authorized, executed and delivered by Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance governmental authority or agency is required with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, respect to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the EquipmentLease; (vii) no consent, approval, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection with the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there f. There are no actions, suits or proceedings pending, pending or, to the knowledge of the Lessee, threatened, threatened against or affecting the Lessee in any court or before any administrative agency governmental commission, board or other governmental authority against or affecting Lessee, which, if adversely decided would or coulddetermined, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or will have a material adverse effect on the ability of the Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements. SECTION 15.

Lessee’s Representations and Warranties. Lessee represents and warrants (and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under this Lease and the other Transactional Documents; (iv) this Lease and the other Transactional Documents have been duly authorized, executed and delivered by Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection with the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of Lessee, threatened, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements.transactions

Lessee’s Representations and Warranties. The Lessee represents represents, warrants and warrants covenants that: (and if requested by Lessor, promptly will provide supporting documents to A) the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationCalifornia, (ii) has duly qualified and is qualified authorized to do business and is in good standing as a foreign corporation in each jurisdiction where failure to do qualify could have a direct material adverse effect on the business wherever necessary or financial condition of Lessee, and (iii) has the corporate power and authority to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") as presently conducted and to pay and perform its obligations under this Lease and the other Transactional DocumentsLease; (ivB) this Lease and the other Transactional Documents have been duly authorized, executed and delivered by LesseeLessee is a Certified Air Carrier, and constitute holds all licenses, certificates, permits and franchises from the validappropriate agencies of the United States of America and/or all other governmental authorities having jurisdiction, legal necessary to authorize the Lessee to engage in air transportation of passengers and binding obligations of Lessee enforceable in accordance to carry on its business as presently conducted and to be conducted with their termsthe Aircraft; (vC) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease (including any Lease Supplements) have been duly authorized by all necessary corporate action on the part of the Lessee, do not require any shareholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Lessee (except for approval or consent previously obtained) and do not and will not contravene any law, governmental rule, regulation or order binding on the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee articles of incorporation or code of regulations of the transactions contemplated hereby Lessee or thereby, nor compliance by Lessee with contravene the provisions hereof of, or thereofconstitute a default under, conflicts with or results result in a breach the creation of any Lien (other than as permitted under this Lease) upon the property of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of Lessee under any indenture, mortgage, deed of trust, conditional sales contract, bank loan or credit agreement, contract or other agreement or instrument of any nature to which Lessee is it may be a party or by which it or its property is bound or affected or pursuant to which it is constitutedmay be bound; (D) neither the execution and delivery by the Lessee of this Lease (including any Lease Supplements), or constitutes a default under any thereof or will result in nor the creation consummation of any lien, charge, security interest or other encumbrance upon any of the Equipmenttransactions by the Lessee contemplated hereby requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other than the interests therein of Lessor action in respect of, any Aeronautics Authority, or any Assignee (as hereinafter defined), other Federal or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of or by any court, administrative agency, other state governmental authority or agency, including any judicial body or any other Person is requiredperson, entity or corporation, except such consentsfor the registration and recordation of this Lease, approvals including any Lease Supplements, with the FAA; (E) this Lease has been duly authorized, executed and delivered by the Lessee and constitutes, and the Lease Supplements when entered into and delivered will constitute, valid, enforceable and binding obligations of the Lessee in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other authorizations which have been duly obtained laws of general application affecting the enforcement of creditors' rights and are in full force and effect and copies by general principles of which have been furnished Lessor, in connection with the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documentsequity; (viiiF) except as disclosed in Lessee's opinion of counsel required by Section 2.4 (A)(4), there are no actions, suits or proceedings pending, pending or, to the knowledge of the Lessee, threatened, threatened against or affecting the Lessee in any court or before any administrative agency regulatory commission, board or other administrative governmental authority against or affecting Lesseeagency, which, which if determined adversely decided to Lessee would or could, individually or in the aggregate, materially and adversely affect have a material adverse effect on the financial condition or other condition, business, operations, properties, assets or prospects business of the Lessee or the ability of the Lessee to perform any of its obligations under this Lease; (G) except (A) the registration in lessor's name of the Aircraft pursuant to the Federal Aviation Act and (B) for the filing for registration and recordation of this Lease and the Lease Supplements with the FAA and UCC financing statements in Virginia, no further filing or recording of this Lease or any Lease Supplement or of any other document is necessary under the Federal Aviation Act, or under the laws of any other Transactional Documentsjurisdiction in order to fully protect, except for establish and perfect in all applicable jurisdictions in the United States, Lessor's title to and leasehold interest in the Aircraft as against Lessee and any such actions, suits or proceedings that Lessee has described in writing to Lessorthird parties; (ixH) no Event for the purposes of Default or event or condition which upon the passage of timeFederal Aviation Act, the giving Lessee is a "citizen of notice, or both, would constitute an Event the United States" as defined in Section 40102(a)(15) of Default, exists or is continuingthe Federal Aviation Act and the regulations pursuant to such Section; (xI) its chief executive office (as that term is used in Article 9 of the Uniform Commercial Code) and the place where it keeps its corporate records concerning the Aircraft, all its interest in the Lease and related documents, are located in Sterling, Virginia; (J) there has been no material adverse change or threatened change in Lessee'sthe financial condition of Lessee since ___________, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer1996; (xiK) Lessee possesses any and all authorizations, certifications and licenses no event exists which are constitutes a Default or may be required to use and operate an Event of Default on the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleadingDelivery Date; and (xivL) all of the financial statements information contained in the Form 10Q of Lessee Lessee's parent filed with the Securities and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and Exchange Commission for the periods covered by such statements.period ending ______________, 1996 is true and correct as of the date thereof. 5.3

Lessee’s Representations and Warranties. Lessee represents hereby makes the following representations and warrants (warranties, which representations and if requested by Lessor, promptly will provide supporting documents to warranties shall survive the effect execution and an opinion delivery of counsel substantially in this Lease and the form requested by Lessor) that as delivery of the date that Lessee signs this Master Lease, as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderAircraft: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is a corporation duly organized, validly and existing and in good standing under the laws Laws of the jurisdiction Country of its organization, Organization and is qualified has the corporate power and in good standing to do business wherever necessary authority to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") as presently conducted and to pay and perform its obligations under this Lease and the other Transactional DocumentsLease; (ivii) this Lease and the other Transactional Documents have has been duly authorized, executed and delivered authorized by Lessee, and constitute all necessary corporate action on the valid, legal and binding obligations part of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders and does not require any approval of any class of stock stockholders of Lessee (or if such approval is required, or if required, such vote or consent approval has been obtained or givenobtained), to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, hereof nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the terms and provisions hereof will contravene any Law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of any Certificate lien, charge or encumbrance upon any property of Incorporation or By-laws or partnership or trust Lessee under, any credit agreement or certificate of Lesseeinstrument, corporate charter or of any applicable law, judgment, order, writ, injunction, decree, award, rule by-law or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it Lessee or its property is properties or assets are bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect Lessor's or any Assignee's right, title and interest in any of the Equipmentaffected; (viiiii) no Lessee has received every consent, approvalapproval or authorization of, withholding of objection or other authorization of or by any courtand has given every notice to, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection each Governmental Entity having jurisdiction with respect to the execution, delivery or performance of this Lease (including all monetary and other obligations hereunder) that is required for Lessee to execute and deliver this Lease and each such consent, approval or authorization is valid and effective and has not been revoked, and on or before the Delivery Date Lessee will have received such consents, approvals or authorizations, or will have given such notices in order to perform the transactions contemplated hereby; (iv) this Lease (including Letter Agreement No. 1) has been duly executed and delivered by Lessee, or and the consummation Lease does, and the Lease Supplement when executed and delivered by Lessee will, constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and, to the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws which may affect some of such remedies but which do not make the available remedies inadequate for the 16 <PAGE> substantial realization of the transactions contemplated by this Lease and the other Transactional Documentsbenefits provided herein; (viiiv) there are no actions, suits or proceedings pending, pending or, to the knowledge of Lessee, threatened, threatened in any court or before any administrative agency regulatory commission, board or other governmental authority administrative Governmental Entity against or affecting Lessee, which, if adversely decided Lessee which would or could, individually or in the aggregate, reasonably be expected to materially and adversely affect Lessee's ability to perform its obligations hereunder; (vi) Lessee has filed or caused to be filed all tax returns which are required to be filed by it, and has paid or caused to be paid all Taxes shown to be due or payable on said returns or on any assessment received by Lessee, except to the financial extent the same are being contested by Lessee in good faith by appropriate proceedings; (vii) except for compliance with the rules and regulations of the DAC with respect to the filing for recordation of this Lease and the Lease Supplement, and the placing on the Aircraft and on each Engine of the plates containing the legends referred to in Section 6(f) hereof, no further filing or recording of this Lease or of any other conditiondocument and no further action, businessare necessary under the Laws of any Governmental Entity (including without limitation any Governmental Entity of the Government of Organization or the Government of Registration) in order to (A) fully protect and establish Owner's title to the Aircraft, operations, properties, assets or prospects of and Owner's and Lessor's interests in and property rights with respect to the Aircraft as against Lessee or any third party and to ensure that property rights of Owner and Lessor therein will have priority in all respects over the ability claims of all creditors of Lessee, or (B) ensure the validity, effectiveness and enforceability of this Lease; (viii) Lessee to perform is not in default in the performance of any of its obligations (A) for the payment of indebtedness for borrowed money or of any interest or premium thereon or (B) for the payment of rent under this Lease any lease or under the other Transactional Documentsagreement to lease real, except for any such actionspersonal or mixed property, suits or proceedings that Lessee has described in writing to Lessoreach case in respect of obligations in amounts in excess of **Material Redacted**; (ix) no Event of Default or event or condition which upon the passage of time, Maintenance Program for the giving of notice, or both, would constitute an Event of Default, exists or is continuingAircraft complies with all DAC requirements; (x) there has been are no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial withholding or other conditionTaxes of the Country of Registration to be deducted from any payment to be made by Lessee under this Lease; provided that Lessor is, businessand remains, operations, properties, assets an entity organized under the laws of a country which has in effect a tax reciprocity treaty or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufactureragreement with Panama which so provides; (xi) Lessee possesses any the choice of law to govern this Lease, as specified in Section 20(b) hereof, is a valid choice of law and all authorizations, certifications such choice will be upheld in the courts of the Country of Organization and licenses which are or may be required to use the Country of Registration; and operate the Equipment; (xii) Lessee is subject to private commercial law and suit under the actual Acquisition Cost pursuant Laws of the Country of Organization and the Country of Registration. Lessee is not entitled to sovereign immunity under the Laws of the Country of Organization, the Country of Registration or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Country of Organization, the Country of Registration, the United States of America or any other jurisdiction. To the extent that Lessee, in 17 <PAGE> any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease (including any interlocutory proceedings or the execution of any judgment or award arising therefrom), may be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of extent that in any such item and reflects all discountsjurisdiction, rebates and allowances for the Equipment given there may be attributed to Lessee, any Guarantor or any affiliate its property, assets or revenues such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statementsjurisdiction. Section 6.

Lessee’s Representations and Warranties. Lessee represents and warrants (and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs of execution and delivery of this Master Lease, Lease and each Equipment Schedule as of any date that Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderfollows: (i) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (iia) Lessee is a limited liability company organized under the laws of the State of Delaware, having a principal place of business at 3000 Xxxx Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxxx, 00000, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the jurisdictions where the Equipment is or will be located; (iii) Lessee has the organization with full power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under the Equipment Schedule and this Lease as incorporated therein by reference, and is duly qualified or licensed in all other jurisdictions where its failure to so qualify would reasonably be expected to materially and adversely affect the other Transactional Documentsconduct of its business or its ability to perform any of its obligations under or the enforceability of this Lease; (ivb) each Equipment Schedule, this Master Lease and the all other Transactional Lease Documents have been duly authorized, executed and delivered by Lessee, and constitute the are valid, legal and binding obligations of Lessee, are enforceable against Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of terms and do not and will not contravene any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of or constitute a default under Lessee’s organizational documents, any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee it is a party or by which it or any of its property is bound or affected or pursuant to which it is constitutedbound, or constitutes a default under any thereof applicable law, regulation, or will result in the creation order of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee governmental authority; (as hereinafter defined), or upon any other right or property of Lessee or will in any manner adversely affect c) Lessor's or any Assignee's ’s right, title and interest in and to the Equipment and the Rent therefrom will vest in Lessor upon Lessee’s acceptance of the Equipment for lease hereunder and will not be affected or impaired by the terms of any agreement or instrument by which Lessee or any of the Equipmentits property is bound; (viid) no consentapproval of, approvalor filing with, withholding of objection or other authorization of or by any court, administrative agency, other governmental authority or any other Person person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, required in connection with the execution, delivery or performance by Lessee’s entering into, or the consummation by Lesseepayment or performance of its obligations under, of the transactions contemplated by this Lease and the other Transactional Lease Documents; (viiie) there are no actions, suits or proceedings pending, pending or, to the knowledge of Lessee, threatened, in before any court or before any administrative governmental agency or other governmental authority against or affecting Lessee, which, if adversely decided Lessee which would or could, individually or in the aggregate, reasonably be expected to materially and adversely affect the financial conduct of its business or other condition, business, operations, properties, assets or prospects of Lessee or the its ability of Lessee to perform any of its obligations under or the enforceability of this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to LessorLease; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xivf) the financial statements of Lessee and any Guarantor which have been delivered to Lessor have been prepared in accordance with generally accepted accounting principles consistently applied applied, and accurately and completely fairly present the Lessee’s financial condition and the results of its operations as of Lessee and such Guarantors at the dates date of and for the periods period covered by such statementsstatements (subject to customary year-end adjustments), and since the date of such statements there has been no material adverse change in such financial condition or operations; (g) Lessee’s full and correct legal name is set forth on the signature page hereof and Lessee will not change its legal name or the location of its jurisdiction of organization without giving to Lessor at least thirty (30) days prior written notice thereof; (h) the Equipment will always be used for business or commercial, and not personal, purposes; (i) Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would reasonably be expected to have a material adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Lease; (j) under the laws of the jurisdiction(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; and (k) Lessee is, and will remain, in full compliance with all laws and regulations applicable to Lessee, except such non-compliance as would not reasonably be expected to have a material adverse effect on the condition of its business or its ability to perform any of its obligations under or the enforceability of this Lease, including without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (A) listed on the Specially Designated National and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, executive order or regulations or (B) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar executive order and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. Lessee’s representations and warranties shall survive termination or expiration of the Lease.

Lessee’s Representations and Warranties. 15.01 The Lessee represents and warrants (to and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that agrees with Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderthat: (i1) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is and (except as expressly permitted hereinbelow) shall continue to be a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organizationincorporation, and is duly qualified and in good standing to do business wherever necessary to carry on its present business and operations, including the in all other jurisdictions where the in which Equipment is or will may be located, and is not exempt from United States income taxation; (iii2) Lessee has the power to enter into Lessee's execution, delivery, and performance of this Lease Lease, each Schedule, and the other instruments documents herein contemplated have been (or if the same should be not yet executed and documents executed delivered, at the time of such execution and delivery, will have been) duly authorized by all necessary corporation action, will not result in any breach, default or violation of or under the Lessee's certificate of incorporation or bylaws or any agreement, order, or law by which the Lessee in connection herewith is or may be bound or its property is or may be affected; (together with this Lease, the "Transactional Documents"3) and to pay and perform its obligations under this Lease as well as each Schedule and the other Transactional Documents; documents contemplated herein constitute (iv) this Lease and or if the other Transactional Documents have been duly authorized, same should be not yet executed and delivered by Lesseedelivered, at the time of such execution and constitute delivery, will constitute) the legal valid, legal and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms; (v4) no vote or consent of, or notice to, all financial statements and other information heretofore furnished by the holders of any class of stock of Lessee is required, to the Lessor were when so furnished (or if requiredthe same shall be furnished hereafter, such vote when so furnished shall be) true and complete; and (5) upon any consolidation or consent has been obtained or given, to authorize the execution, delivery and performance of this Lease and the other Transactional Documents by Lessee; (vi) neither the execution and delivery by Lessee of this Lease or the other Transactional Documents, nor the consummation by Lessee merger of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of into any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or certificate of Lessee, or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to which Lessee is a party or by which it or its property is bound or affected or pursuant to which it is constituted, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance upon any of the Equipment, other than the interests therein of Lessor or any Assignee (as hereinafter defined), corporation(s) or upon any other right sale or conveyance of substantially all of the property of the Lessee to any other person or entity, the Lessee will in any manner adversely affect Lessor's or any Assignee's right, title cause the due and interest in any punctual performance and observance of all covenants and obligations of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of Lessee hereunder to be assumed by the surviving corporation or by any courtthe person or entity which shall have acquired such property. The foregoing representations, administrative agencywarranties, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are agreements shall remain in full force and effect and copies of which have been furnished Lessor, in connection with throughout the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of Lessee, threatened, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or in the aggregate, materially and adversely affect the financial or other condition, business, operations, properties, assets or prospects of Lessee or the ability of Lessee to perform any of its obligations under this Lease or under the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date term of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements.

Lessee’s Representations and Warranties. 15.01 The Lessee represents and warrants (to and if requested by Lessor, promptly will provide supporting documents to the effect and an opinion of counsel substantially in the form requested by Lessor) that as of the date that Lessee signs this Master Lease, as of any date that agrees with Lessor makes a payment to a Vendor prior to the date all Equipment has been accepted for lease hereunder, as of each date that any Equipment is accepted for lease hereunder and as of each Lease Commencement Date pursuant to a Rental Schedule hereunderthat: (i1) all items of the Equipment are new and unused as of the Lease Commencement Date, unless otherwise specified in the applicable Rental Schedule in which event the specified items of the Equipment shall have been delivered new to Lessee by their suppliers not more than 90 days prior to their Lease Term Commencement; (ii) Lessee is and (except as expressly permitted hereinbelow) shall continue to be a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction state of its organizationincorporation, and is duly qualified and in good standing to do business wherever necessary to carry on its present business in all other jurisdictions in which Equipment may be located and operations, including the jurisdictions where the Equipment is or will be locatednot exempt from United States income taxation; (iii2) Lessee has the power to enter into this Lease and the other instruments and documents executed by Lessee in connection herewith (together with this Lease, the "Transactional Documents") and to pay and perform its obligations under this Lease and the other Transactional Documents; (iv) this Lease and the other Transactional Documents have been duly authorized, executed and delivered by Lessee, and constitute the valid, legal and binding obligations of Lessee enforceable in accordance with their terms; (v) no vote or consent of, or notice to, the holders of any class of stock of Lessee is required, or if required, such vote or consent has been obtained or given, to authorize the 's execution, delivery and performance of this Lease Lease, each Schedule and the other Transactional Documents by Lessee; documents herein contemplated have been (vi) neither or if the same should be not yet executed and delivered, at the time of such execution and delivery delivery, will have been) duly authorized by Lessee all necessary corporation action, will not result in any breach, default or violation of this Lease or under the other Transactional Documents, nor the consummation by Lessee of the transactions contemplated hereby or thereby, nor compliance by Lessee with the provisions hereof or thereof, conflicts with or results in a breach of any of the provisions of any Certificate of Incorporation or By-laws or partnership or trust agreement or Lessee's certificate of Lesseeincorporation or bylaws or any agreement, order or of any applicable law, judgment, order, writ, injunction, decree, award, rule or regulation of any court, administrative agency or other governmental authority, or of any indenture, mortgage, deed of trust, other agreement or instrument of any nature to law by which the Lessee is a party or by which it may be bound or its property is bound or affected may be affected; (3) this Lease as well as each Schedule and the other documents executed and delivered by the Lessee in connection herewith constitute (or pursuant if the same should be not yet executed and delivered, at the time of such execution and delivery, will constitute) the legal, valid and binding obligations of the Lessee enforceable against the Lessee in accordance with their respective terms; (4) all financial statements and other information heretofore furnished by the Lessee or any Guarantor, as the case may be, to which it is constitutedthe Lessor were when so furnished (or if the same shall be furnished hereafter, or constitutes a default under any thereof or will result in the creation of any lien, charge, security interest or other encumbrance when so furnished shall be) true and complete; and (5) upon any consolidation or merger of the Equipment, Lessee with or into any other than the interests therein of Lessor or any Assignee (as hereinafter defined), corporation(s) or upon any other right sale or conveyance of all or substantially all of the property of the Lessee to any other person or entity, the Lessee will in any manner adversely affect Lessor's or any Assignee's right, title cause the due and interest in any punctual performance and observance of all covenants and obligations of the Equipment; (vii) no consent, approval, withholding of objection or other authorization of Lessee hereunder to be assumed by the surviving corporation or by the person or entity which shall have acquired such property; provided that any court, administrative agency, other governmental authority or any other Person is required, except such consents, approvals or other authorizations which have been duly obtained and are in full force and effect and copies of which have been furnished Lessor, in connection with assumption shall not release the execution, delivery or performance by Lessee, or the consummation by Lessee, of the transactions contemplated by this Lease and the other Transactional Documents; (viii) there are no actions, suits or proceedings pending, or, to the knowledge of Lessee, threatened, in any court or before any administrative agency or other governmental authority against or affecting Lessee, which, if adversely decided would or could, individually or Lessee from its obligations hereunder in the aggregate, materially and adversely affect the financial case of any sale or other condition, business, operations, properties, assets conveyance of all or prospects of Lessee or the ability of Lessee to perform any substantially all of its obligations under this Lease property or under where it survives any consolidation or merger. The foregoing representations, warranties and agreements shall remain in effect throughout the other Transactional Documents, except for any such actions, suits or proceedings that Lessee has described in writing to Lessor; (ix) no Event of Default or event or condition which upon the passage of time, the giving of notice, or both, would constitute an Event of Default, exists or is continuing; (x) there has been no material adverse change or threatened change in Lessee's, any Guarantor's or any Manufacturer's financial or other condition, business, operations, properties, assets or prospects since the date of Lessee's, such Guarantor's or Manufacturer's most recent financial statements reported on by an independent public accounting firm prior to the date term of this Master Lease, since the dates of each such Person's interim and annual financial statements, if any, subsequent to such prior statements, or from the written information that has been supplied to Lessor by Lessee, any Guarantor or such Manufacturer; (xi) Lessee possesses any and all authorizations, certifications and licenses which are or may be required to use and operate the Equipment; (xii) the actual Acquisition Cost pursuant to the applicable Rental Schedule of each item of the Equipment does not exceed the fair and usual price for like quantity purchases of such item and reflects all discounts, rebates and allowances for the Equipment given to Lessee, any Guarantor or any affiliate of Lessee or any Guarantor by any Vendor or other Person including, without limitation, discounts for advertising, prompt payment, testing or other services; (xiii) all information supplied to Lessor by Lessee or any Guarantor is correct and does not omit any statement necessary to make the information supplied not misleading; and (xiv) the financial statements of Lessee and any Guarantor have been prepared in accordance with generally accepted accounting principles consistently applied and accurately and completely present the financial condition and the results of operations of Lessee and such Guarantors at the dates of and for the periods covered by such statements.