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

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, 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; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee in the operation of its businesses is and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) a. If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles articles of Incorporation incorporation or By–Laws by-laws or other governing instruments; (bi) Lessee’s state of organization is the state listed in the introductory paragraph of this 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 state listed in the introductory paragraph of this Lease; and (iv) Lessee’s full and exact legal name is the same as listed in the introductory paragraph of this Lease; c. The execution, delivery and 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 Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; d. 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 full 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) e. No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease, and; (e) All computer hardware and software that is utilized by f. There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the operation ability of the Lessee to perform its businesses is and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of obligations under any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”Lease.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, 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; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–-Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee in the operation of its businesses is and will be “"Year 2000 Compliant” " in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “"Year 2000 Compliant”".

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, 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; the : a. The execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action 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 part 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, and is not inconsistent enforceable in accordance with its Articles of Incorporation or By–Laws or other governing instruments; (b) 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 full 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, Lessee has filed and published its fictitious business name certificate; (c) The ; c. If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement has been duly authorized by all necessary corporate action on the part of Lessee, enforceable in accordance and is not inconsistent with its terms;articles of incorporation or by-laws or other governing instruments; d. (di) Lessee's state of organization is the state listed in the introductory paragraph of this 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 state listed in the introductory paragraph of this Lease; and (iv) Lessee's full and exact legal name is the same as listed in the introductory paragraph of this Lease; e. No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by ; f. There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the operation ability of the Lessee to perform its businesses is and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of obligations under any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”Lease.

Lessee’s Representations and Warranties. Lessee represents and warrants warrants, on a continuing basis, as follows: (a) If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles articles of Incorporation incorporation or By–Laws by-laws or other governing instruments; (b) If Lessee is a limited liability company, it is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, that it is duly qualified to do business in each jurisdiction where any Property is, or is to be located, and has full power and authority, under the operating agreement of the company, to hold property under lease and to enter into and perform its obligations under any Lease. The execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary company action on the part of Lessee, and is not inconsistent with its operating agreement or other governing instruments. (c) 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 full 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, Lessee has filed and published its fictitious business name certificate; (cd) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (de) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (ef) All computer hardware Lessee’s (i) full and software that is utilized by Lessee exact legal name, (ii) state of organization and (iii) correct and current chief executive office are as listed in the operation heading or introductory paragraph of this Lease; Lessee is a legal entity or organization duly organized, validly existing and in good standing under the laws of the state of its businesses is organization listed in the heading or introductory paragraph of this Lease. (g) At all times prior to and will be “Year 2000 Compliant” in that it is and will be capable throughout the term of acceptinga Lease, processing and printing date data between and within the twentieth and twenty-first centuriesLessee or any guarantor, and neither the performance nor functionality officers, directors, shareholders, partners, members or associates, and any other direct or indirect holder of any computer hardware equity interest in Lessee or software is affected by dates prior toany guarantor: (i) shall not be a Prohibited Person as defined under U.S. Presidential Executive Order #13224 and the Patriot Act; and (ii) shall be in full compliance with all applicable orders, duringrules, regulations and recommendations promulgated under or after in connection with Executive Order #13224 and the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”Patriot Act.

Lessee’s Representations and Warranties. Lessee represents represents, warrants, and warrants as follows:covenants to Lessor following, which shall survive the termination or expiration of this Agreement: Equipment Lease Agreement (a) If i. Lessee is a corporationduly organized, duly organized validly existing, and validly existing in good standing under the laws of the jurisdiction of its incorporation, duly qualified to do business in each jurisdiction where any Property is, or is to be locatedapplicable law, and has full corporate power authority and authority legal right to hold property under lease and to enter into execute, deliver, and perform its obligations under any Lease; the execution, delivery this Lease and performance by Lessee of any Lease that such action has been duly authorized by all necessary corporate action on the part of Lessee, and is will not inconsistent with its Articles of Incorporation contravene Applicable Law, regulation or By–Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property isjudgment, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by charter documents of 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indentureagreement to which Lessee is a party or by which Lessee or its assets may be bound or affected; ii. No consent, mortgageapproval, contractpermit, order, declaration, or other instrument filing with, or notice to, any governmental authority is required by or with respect to which it is bound and, upon Lessee in connection with the execution and delivery of each Leasethis Agreement and the consummation of the transactions contemplated hereby; iii. There are no Claims pending or, to Lessee’s knowledge, threatened against or by Lessee: (1) relating to or affecting Lessee’s business operations; or (2) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Claim; iv. The Equipment is being leased and will constitute a legalbe used only for business or commercial purposes and will not be used for personal, valid family, or household purposes; v. All Licenses have been or will be obtained by Lessee prior to Lessee conducting the Commercial Cannabis Activity, and, once obtained, Lessee shall maintain the Licenses in good standing. All fees and binding agreement charges with respect to such Licenses as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse, or limitation of any License; vi. Lessee’s name and place of business are, enforceable as indicated herein, and Lessee will notify Lessor in writing of any change in its name or address within fifteen (15) days of such change; vii. Any financial information of Lessee heretofore furnished to Lessor by or on behalf of Lessee is complete and correct for the purposes and periods covered thereby; viii. At Lessee’s sole and exclusive expense, Lessee will service and maintain the Equipment in good condition acceptable to Lessor, normal wear and tear excepted, and will furnish all appropriate parts, mechanisms, and devices therefor; ix. Lessee at all times will cause the Equipment to be operated in accordance with its terms;the Manufacturer’s Recommendations, by competent and qualified personnel. (d) No action, including any permits or consents, in respect of or x. Lessee will execute and deliver such other statements and documents required by any state, federal or other governmental taxing authority or agency is required with respect requested by lessor to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee protect Lessor’s rights in the operation of its businesses is Equipment or in connection with this Lease or any related document; and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000Equipment Lease Agreement xi. Upon request, Lessee shall provide written assurances to Lessor that its hardware keep the Equipment free and software are “Year 2000 Compliant”clear of all Liens.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If A. Lessee is a corporation, Corporation duly organized and validly existing in good standing under the laws of the jurisdiction State of Delaware. Lessee has full power to own its incorporation, duly qualified assets and conduct its business as presently being conducted and is authorized to do conduct such business in each under the laws of every jurisdiction where any Property is, or authorization is to be located, and required. B. Lessee has full corporate the power and authority to hold property under lease and to enter into and perform its obligations under any Lease; hereunder, and the execution, delivery and performance by Lessee of any this Lease has and all related documents and instruments; i.) have been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary action on the part of the Lessee; ii.) do not require any approval or consent of any third party or any federal, state or municipal authority or agency except such as have been duly obtained; and is iii.) do not inconsistent with its partnership agreement or other governing instruments. Upon request, Lessee and 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 not contravene any law, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and performance by Lessee of any Lease does not violate any law or governmental rule, regulation, order, decree or order applicable to Lessee, judgment now binding on the Lessee or the Articles or Certificate of Incorporation of Lessee and iv.) does not and will not contravene any provisionthe provisions of , or constitute nor cause a default under or result in the creation of any lien or encumbrance upon the property of Lessee under any indenture, mortgage, contract, contract or other instrument agreement to which Lessee is a party or by which it or its property is bound andbound, upon execution nor is Lessee currently in default under any such agreement. C. This Lease and delivery of each Lease, will any and all related documents and instruments have been duly executed and delivered by Lessee and constitute a the legal, valid and binding agreement obligations of Lesseethe Lessee enforceabl ocuments and instruments. Further, enforceable Lessee is not in default under any material provision of any agreement, instrument or undertaking, including without limitation, under any material obligation for the payment of borrowed money, for the deferred purchase price of any property or for the payment of any rent or other payment under any lease. E. Under the laws of the states in which the Equipment is or is to be located, the Equipment consists solely of personal property. F. The financial statement of Lessee are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied, and accurately, completely and fairly represent the financial condition of the Lessee and the results of its terms;operations as of the dates of and for the periods covered by such statements. Since the date of the last financial statement, there has been no adverse material change in Lessee's financial condition or results of operations, nor does there exist any fact, situation or event which materially adversely affects or may materially adversely affect the property, business, assets, income, prospects or condition (financial or otherwise) of Lessee. (d) No action, including G. The units of Equipment are depreciate assets in the hands of the Lessor. The Lessee will not claim any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required depreciation deductions under the Internal Revenue Code with respect to the execution, delivery and performance by units of Equipment subject to this Lease. H. Lessee of any Lease; (e) All computer hardware and software warrants that the Equipment is utilized by Lessee in the operation of its businesses is leased and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”used for business purposes only.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, 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; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–-Laws or other governing instruments;. (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; 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, Lessee has filed and published its fictitious business name certificate;. (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms;. (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease;. (e) All computer hardware and software that is utilized by Lessee in the operation of its businesses is and will be “"Year 2000 Compliant” " in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “"Year 2000 Compliant”".

Lessee’s Representations and Warranties. Lessee represents and warrants as followsthat: (ai) If Lessee is a corporation, corporation duly organized and validly existing in good standing under the laws of Delaware, has full power, authority and legal right to own its properties and to carry on its business as presently conducted and to perform its obligations under this Lease, is a Certificated Air Carrier duly authorized to act as such pursuant to the jurisdiction laws of the Country of Registration, holds all licenses, certificates and permits from all governmental authorities necessary for the conduct of its incorporationbusiness, and is duly qualified to do business as a corporation in good standing in each jurisdiction where any Property is, or is in which the failure to be located, and has full corporate power and authority so qualified would have a materially adverse effect on Lessee or on its ability to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–Laws or other governing instruments;hereunder. (bii) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by Lessee of any This Lease has been duly authorized by all necessary action on the part of the Lessee, does not require any approval of stockholders of Lessee, and is not inconsistent neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any of the terms and provisions hereof does or will violate any provision of the articles of incorporation or by-laws of Lessee or any law, rule, regulation, judgment, order or decree of any government or governmental instrumentality or court having jurisdiction over Lessee or any of its partnership activities or properties, or does or will result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessee under, any indenture, mortgage, deed of trust, conditional sale contract, loan or credit agreement, or other agreement or other governing instruments. Upon request, instrument to which Lessee will deliver to Lessor certified copies of is a party or by which Lessee or its partnership agreement and other governing instruments and original certificate of partners and other instruments deemed necessary properties may be bound or desirable by Lessor. To the extent required by applicable law, Lessee has filed and published its fictitious business name certificate;affected. (ciii) The execution, Neither the execution and delivery and by Lessee of this Lease nor the performance by Lessee of any Lease does not violate any law of the transactions contemplated hereby require the consent, approval, order or governmental rule, regulationauthorization of, or order applicable to Lessee, does not and will not contravene any provisionregistration with, or constitute a default under the giving of notice to, the FAA or any indentureother domestic or foreign governmental authority, mortgageexcept for the approvals, contractauthorizations - 4-2 - and consents that have heretofore been obtained, or other instrument true and complete copies of which have been delivered to which it is bound andLessor. (iv) This Lease has been duly executed and delivered by Lessee and constitutes, upon execution and delivery of each Leasethe Lease Supplement when executed and delivered by Lessee will constitute, will constitute a legal, valid and binding agreement obligations of Lessee, enforceable in accordance with its their terms;. (dv) No actionExcept for the registration of the Aircraft in the name of Lessor and the filing for recordation of this Lease, the Lease Supplement and the Mortgage with the FAA, no other registration and no further filing or recording of this Lease, the Mortgage or any other instrument or document is necessary or advisable under the laws of the Country of Registration or any other jurisdiction in order to: (1) establish the priority, legality, validity or enforceability of the obligations of Lessee under this Lease, or (2) fully protect, establish and perfect Lessor's title to and interest in the Aircraft or Lessor's rights and interests hereunder (including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery Security Deposit) as against Lessee and performance by Lessee of any Lease;third parties in any jurisdiction. (evi) All computer hardware There are no suits or proceedings pending or, to the knowledge of Lessee, threatened in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee which may have a materially adverse effect on the financial condition or business of Lessee except those described in writing to Lessor prior to the date hereof. (vii) Lessee is a Certificated Air Carrier within the meaning of Section 41102 of Title 49 of the United States Code and software an air carrier holding an air carrier operating certificate issued by the United States Secretary of Transportation pursuant to chapter 447 of Title 49 of the United States Code, and Lessor is entitled to the benefits and protections of Section 1110 of the Bankruptcy Code (11 U.S.C. Section 1110) in respect of the Aircraft leased to Lessee under this Lease. (viii) Lessee has filed or caused to be filed all tax returns which are required to be filed and has paid or caused to be paid all taxes shown to be due or payable on said returns and on any assessment received by Lessee, to the extent that is utilized by such taxes have become due and payable. (ix) The consolidated and consolidating financial statements reflecting Lessee's balance sheet and statements of income and retained earnings for the three fiscal years ended December 31, 1998 (copies of which have been furnished to Lessor) are complete and correct and fairly set forth Lessee's financial condition as of such dates and the results of its operations for such periods, and since December 31, 1998, there has been no material adverse change in such condition or operations. (x) Lessee has fully disclosed to Lessor all facts which Lessee knows are material for disclosure to Lessor in the operation context of its businesses is this Lease and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuriestransactions contemplated hereby, and neither the performance nor functionality Lessee knows of no facts which would render any computer hardware prior information furnished by or software is affected by dates prior to, during, or after the Year 2000. Upon request, on behalf of Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”inaccurate or misleading.

Lessee’s Representations and Warranties. Lessee represents and warrants to Lessor as follows: (a) If Lessee After giving effect to this Amendment, (i) each of the representations and warranties set forth in Clauses 2.1 and 2.2 of the Lease Agreement is a corporationtrue and correct in all respects as if made on the date of this Amendment, duly organized and validly existing in good standing (ii) no Default or Event of Default exists under the laws of Lease Agreement. (b) Lessee has the jurisdiction of its incorporationpower to execute, duly qualified to do business in each jurisdiction where any Property is, or is to be locateddeliver and perform, and has full taken all necessary corporate power and authority action to hold property under lease and to enter into and perform its obligations under any Lease; authorize the execution, delivery and performance of, this Amendment and the other agreements, instruments and documents to be executed by Lessee it in connection with this Amendment. No consent or approval of any Lease has been duly authorized by all necessary corporate action on the part Person, no consent or approval of Lesseeany mortgagee, and is not inconsistent with its Articles no waiver of Incorporation any Lien or By–Laws right of distraint or other governing instruments; (b) If Lessee is a partnershipsimilar right and no consent, duly organized by written partnership agreement and validly existing in accordance with the laws license, certificate of the jurisdiction of its organizationneed, duly qualified to do business in each jurisdiction where the Property isapproval, authorization or declaration of, or filing with, any governmental authority, bureau or agency is to or will be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; required in connection with the execution, delivery and or performance by Lessee Lessee, or in connection with the validity or enforcement against Lessee, of any Lease has been duly authorized by all necessary action on this Amendment and the part other agreements, instruments and documents executed in connection with this Amendment, except for the filing of this Amendment for recordation with the aircraft registry 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, Lessee has filed and published its fictitious business name certificate;FAA. (c) The execution, delivery and performance by Lessee of any Lease does not violate any law or governmental rulethis Amendment and each of the agreements, regulation, or order applicable to Lessee, does not instruments and will not contravene any provision, or constitute a default under any indenture, mortgage, contract, or other instrument documents executed in connection with this Amendment to which it is a party will not (i) violate any provision of law, (ii) conflict with or result in a breach of any order, writ, injunction, ordinance, resolution, decree or other similar document or instrument binding on Lessee of any court or governmental authority, bureau or agency, domestic or foreign, (iii) conflict with or result in a breach of the certificate of incorporation or by-laws of Lessee, (iv) create (with or without the giving of notice or lapse of time, or both) a default under or breach of any agreement, bond, note or indenture to which Lessee is a party, by which Lessee is bound andor by which any of its properties or assets is affected, or (v) result in the imposition of any Lien of any nature whatsoever upon execution any of the properties or assets owned by or used in connection with the business of Lessee. (d) This Amendment and delivery each of each Leasethe other agreements, will instruments and documents executed in connection with this Amendment to which Lessee is a party have been duly executed and delivered by Lessee and constitute a legal, the valid and legally binding agreement agreements of Lessee, enforceable in accordance with its their respective terms; (d) No action, including any permits or consentsexcept as such enforcement may be limited by applicable bankruptcy, in respect of or by any stateinsolvency, federal reorganization, moratorium, or other governmental authority similar laws, now or agency is required with respect hereafter in effect, relating to or affecting the execution, delivery enforcement of creditors' rights generally and except that the remedy of specific performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee in the operation of its businesses is and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances other equitable remedies are subject to Lessor that its hardware and software are “Year 2000 Compliant”judicial discretion.

Lessee’s Representations and Warranties. Lessee represents and warrants as followsthat: (ai) If Lessee is a corporation, corporation duly organized and validly existing in good standing under the laws of Delaware, has full power, authority and legal right to own its properties and to carry on its business as presently conducted and to perform its obligations under this Lease, is a Certificated Air Carrier duly authorized to act as such pursuant to the jurisdiction laws of the Country of Registration, holds all licenses, certificates and permits from all governmental authorities necessary for the conduct of its incorporationbusiness, and is duly qualified to do business as a corporation in good standing in each jurisdiction where any Property is, or is in which the failure to be located, and has full corporate power and authority so qualified would have a materially adverse effect on Lessee or on its ability to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–Laws or other governing instruments;hereunder. (bii) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery and performance by Lessee of any This Lease has been duly authorized by all necessary action on the part of the Lessee, does not require any approval of stockholders of Lessee, and is not inconsistent neither the execution and delivery hereof nor the consummation of the transactions contemplated hereby nor compliance by Lessee with any of the terms and provisions hereof does or will violate any provision of the articles of incorporation or by-laws of Lessee or any law, rule, regulation, judgment, order or decree of any government or governmental instrumentality or court having jurisdiction over Lessee or any of its partnership activities or properties, or does or will result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessee under, any indenture, mortgage, deed of trust, conditional sale contract, loan or credit agreement, or other agreement or other governing instruments. Upon request, instrument to which Lessee will deliver to Lessor certified copies of is a party or by which Lessee or its partnership agreement and other governing instruments and original certificate of partners and other instruments deemed necessary properties may be bound or desirable by Lessor. To the extent required by applicable law, Lessee has filed and published its fictitious business name certificate;affected. (ciii) The execution, Neither the execution and delivery and by Lessee of this Lease nor the performance by Lessee of any Lease does not violate any law of the transactions contemplated hereby require the consent, approval, order or governmental rule, regulationauthorization of, or order applicable to Lessee, does not and will not contravene any provisionregistration with, or constitute a default under the giving of notice to, the FAA or any indentureother domestic or foreign governmental authority, mortgageexcept for the approvals, contractauthorizations and consents that have heretofore been obtained, or other instrument true and complete copies of which have been delivered to which it is bound andLessor. (iv) This Lease has. been duly executed and delivered by Lessee and constitutes, upon execution and delivery of each Leasethe Lease Supplement when executed and delivered by Lessee will constitute, will constitute a legal, valid and binding agreement obligations of Lessee, enforceable in accordance with its their terms;. (dv) No actionExcept for the registration of the Aircraft in the name of Lessor and the filing for recordation of this Lease, the Lease Supplement and the Mortgage with the FAA, no other registration and no further filing or recording of this Lease, the Mortgage or any other instrument or document is necessary or advisable under the laws of the Country of Registration or any other jurisdiction in order to: (1) establish the priority, legality, validity or enforceability of the obligations of Lessee under this Lease, or (2) fully protect, establish and perfect Lessor's title to and interest in the Aircraft or Lessor's rights and interests hereunder (including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery Security Deposit) as against Lessee and performance by Lessee of any Lease;third parties in any jurisdiction. (evi) All computer hardware There are no suits or proceedings pending or, to the knowledge of Lessee threatened in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee which may have a materially adverse effect on the financial condition or business of Lessee except those described in writing to Lessor prior to the date hereof. (vii) Lessee is a Certificated Air Carrier within the meaning of Section 41102 of Title 49 of the United States Code and software an air carrier holding an air carrier operating certificate issued by the United States Secretary of Transportation pursuant to chapter 447 of Title 49 of the United States Code, and Lessor is entitled to the benefits and protections of Section 1110 of the Bankruptcy Code (11 U.S.C. Section 1110) in respect of the Aircraft leased to Lessee under this Lease. (viii) Lessee has filed or caused to be filed all tax returns which are required to be filed and has paid or caused to be paid all taxes shown to be due or payable on said returns and on any assessment received by Lessee, to the extent that is utilized by such taxes have become due and payable. (ix) The consolidated and consolidating financial statements reflecting Lessee's balance sheet and statements of income and retained earnings for the three fiscal years ended December 31, 1998 (copies of which have been furnished to Lessor) are complete and correct and fairly set forth Lessee's financial condition as of such dates and the results of its operations for such periods, and since December 31, 1998, there has been no material adverse change in such condition or operations. (x) Lessee has My disclosed to Lessor all facts which Lessee knows are material for disclosure to Lessor in the operation context of its businesses is this Lease and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuriestransactions contemplated hereby, and neither the performance nor functionality Lessee knows of no facts which would render any computer hardware prior information furnished by or software is affected by dates prior to, during, or after the Year 2000. Upon request, on behalf of Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”inaccurate or misleading.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) a. If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles articles of Incorporation incorporation or By–Laws by-laws or other governing instruments; (bi) Lessee’s state or jurisdiction of organization is the state or jurisdiction listed in the introductory paragraph of this Lease; (ii) Lessee’s principal office is located in the state or jurisdiction 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 state or jurisdiction listed in the introductory paragraph of this Lease; and (iv) Lessee’s full and exact legal name is the same as listed in the introductory paragraph of this Lease; c. The execution, delivery and 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 Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; d. 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 full 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) e. No action, including any permits or consents, in respect of or by any state, provincial, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease, and; (e) All computer hardware and software that is utilized by f. There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the operation ability of the Lessee to perform its businesses is and will be “Year 2000 Compliant” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of obligations under any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”Lease.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants as followsto Lessor that: (1) Lessee (a) If Lessee is a corporation, private limited liability company duly organized and validly existing in good standing under the laws Laws of the jurisdiction of its incorporation, duly qualified to do business in each jurisdiction where any Property is, or is to be located, Lessee Jurisdiction and (b) has full the corporate power and authority to hold property under lease own its assets wherever located or used and to carry on its business as it is now being conducted and to enter into and perform its obligations under any Leaseeach Operative Document to which it is a party; the execution, execution and delivery and performance by Lessee of any Lease has the Operative Documents to which it is a party, and the performance of its obligations thereunder, have been (as and when delivered by Lessee) duly authorized by all necessary corporate action on the part of Lesseeits part. Such Operative Documents each have been duly executed and delivered by it and each constitutes legal, valid and is not inconsistent binding obligations, enforceable against it in accordance with its Articles of Incorporation or By–Laws or other governing instruments;terms. (2) Lessee will on the Delivery Date and throughout the Lease Term hold all Authorizations necessary to (a) permit it to engage in air transport and to carry on passenger and cargo service in each case as presently conducted, (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of permit its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute Operative Document to which it is a legal, valid party and binding agreement the performance of its obligations thereunder and (c) permit it to operate the Aircraft in compliance with all Laws applicable to Lessee. (3) Lessee is in compliance with all Laws applicable to Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or aircraft maintenance, training and operation and neither the execution and delivery of any Operative Document by any stateLessee, federal or other governmental authority or agency is required with respect to nor the execution, delivery and performance by Lessee of its obligations thereunder, contravenes any Lease;of the provisions of its constitutional documents or any Law applicable to it or any of its assets or conflicts with or results in a default under any document which is binding on Lessee or any of its assets. (e4) All computer hardware Lessee is subject to civil and software that commercial Law with respect to its obligations under each Operative Document to which it is utilized a party and neither it nor any of its assets is entitled to any right of immunity and the entry into and performance of each such Operative Document constitute its private and commercial acts. (5) The obligations of Lessee under the Operative Documents to which it is party rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessee, with the exception of such obligations as are mandatorily preferred by Law and not by virtue of any contract. (6) Except for the registrations, recordations and filings described in Section 7, each of which will be duly made and effected by Lessee as and when required, no further action, including the registration, recordation or filing of any instrument or document, is necessary under the Laws of the Lessee Jurisdiction, the State of Registration or any jurisdiction in which the Aircraft shall be operated (a) in order for this Lease Agreement to constitute a valid and enforceable lease of record relating to the Aircraft, (b) to authorize or permit Lessee to perform its obligations under each Operative Document to which it is a party, (c) to fully protect, establish, perfect and preserve Owner’s and Lessor’s and Security Trustee’s rights and interests in the Aircraft and the Operative Documents as against Lessee and otherwise or (d) to make each Operative Document admissible in evidence in the Lessee Jurisdiction or the State of Registration. (7) There are no pending or, to Lessee’s knowledge, threatened actions or proceedings before any court, arbitration or administrative agency (a) in respect of this Lease Agreement or any other Operative Document or the Aircraft or the performance by Lessee of its obligations hereunder or under any other Operative Document to which it is a party or (b) which might, if adversely determined, have a Material Adverse Effect. (8) Each Operative Document and the financial and other information furnished by Lessee in connection with this Lease Agreement or any other Operative Document do not contain any untrue statement or omit to state facts, the operation omission of its businesses is and will be “Year 2000 Compliant” which makes the statements therein, in that it is and will be capable the light of acceptingthe circumstances under which they were made, processing and printing date data between and within the twentieth and twenty-first centuriesmisleading in any material respect, nor omit to disclose any material matter to Lessor, and neither all expressions of expectation, impression, belief and opinion contained therein were honestly made on reasonable grounds after due and careful inquiry by Lessee. The representations and warranties above will survive execution of this Lease Agreement and those contained in clauses (1) through (5) of this Section 5.2 are continuing representations and warranties and shall be deemed made and given on and as of the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware date hereof and software are “Year 2000 Compliant”each Rent Payment Date.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles articles of Incorporation incorporation or By–Laws by-laws or other governing instruments; (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 full 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (ei) All computer hardware and software that Lessee’s state of organization is utilized by Lessee the state listed in the operation introductory paragraph of its businesses this Lease; (ii) Lessee’s chief executive 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 will be “Year 2000 Compliant” in that it good standing under the laws of the state listed in the introductory paragraph of this Lease; and (iv) Lessee’s full and exact legal name is and will be capable the same as listed in the introductory paragraph of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”this Lease.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants as follows: that (a) If Lessee is a corporationcorporation duly organized, duly organized and validly existing and in good standing under the laws of the jurisdiction its state of its incorporationincorporation set forth above, duly and is qualified to do business in each jurisdiction where any Property is, or is to be locatedin, and is in good standing in, each state or other jurisdiction in which the nature of its business makes such qualification necessary (including, without limitation, each state in which a Property is located); (b) Lessee has full the corporate power and authority to hold property under lease execute and perform this Lease and to enter into lease the Properties hereunder, and perform its obligations under any Lease; has duly authorized the execution, delivery and performance of this Lease; (c) the leasing of the Properties from Lessor by Lessee, the execution and delivery of this Lease and any documents or instruments related hereto, and the compliance by Lessee of any Lease has been duly authorized by all necessary corporate action on with the part of Lesseeterms hereof and thereof, and is not inconsistent with its Articles of Incorporation or By–Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; the execution, delivery payments and performance by Lessee of any Lease has all of its obligations hereunder and thereunder (i) have been duly and legally authorized by all necessary appropriate corporate action on the part taken by Lessee, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessee's Certificate of Incorporation (or equivalent document), its By-Laws, or of any provisions relating to shares of the capital stock of Lessee, and is not inconsistent with its partnership agreement or other governing instruments. Upon request, Lessee (iii) 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under breach of any provision of law, any order of any court or other agency of government, or any indenture, mortgage, contract, agreement or other instrument to which it Lessee is bound anda party, or by or under which Lessee or any of Lessee's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any lien upon execution any of Lessee's property or assets (other than pursuant to the Operative Documents); (d) this Lease and delivery all other Operative Documents to which Lessee is a party have been executed by the duly authorized officer or officers of each Lease, will constitute a Lessee and delivered to Lessor and are the legal, valid and binding agreement obligations of Lessee, enforceable in accordance with its their terms; ; (de) No actionneither the execution and delivery of this Lease and such other Operative Documents, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to nor the execution, delivery payment and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee in the operation all of its businesses is obligations hereunder and will be “Year 2000 Compliant” in that it is and will be capable thereunder, requires the consent or approval of, the giving of acceptingnotice to, processing and printing date data between and within or the twentieth and twenty-first centuriesregistration, and neither filing or recording with, or the performance nor functionality taking of any computer hardware other action in respect of, any federal, state, local or software is affected by dates prior toforeign government or governmental authority or agency or any other Person that has not been obtained or made; (f) other than the Operative Documents, duringno mortgage, deed of trust, or after other lien which now covers or affects, or which may hereafter cover or affect, any property or interest therein of Lessee, now attaches or hereafter will attach to any Property or any portion thereof, the Year 2000. Upon requestproceeds thereof or this Lease, or in any manner affects or will affect adversely Lessor's rights and security interest therein; (g) on the Property Closing Date with respect to each Property, Lessee shall provide written assurances will hold all licenses, certificates and permits from governmental authorities necessary to use and operate such Property in accordance with the provisions of this Lease (except for those that are not yet obtainable or not material); and (h) there is no litigation or other proceeding now pending or, to the best of Lessee's knowledge, threatened, against or affecting Lessee, in any court or before any regulatory commission, board or other administrative governmental agency which would directly or indirectly adversely affect or impair the title of Lessor that its hardware and software are “Year 2000 Compliant”to the Properties, or which, if decided adversely to Lessee, would materially adversely affect the business operations or financial condition of Lessee.

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation, 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; , the execution, delivery and performance by Lessee of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles of Incorporation or By–-Laws or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the laws of the jurisdiction of its organization, duly qualified to do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; , 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and performance by Lessee of any Lease does not violate any law or governmental rule, regulation, or order applicable to Lessee, Lessee does not and will not contravene any provision, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware and software that is utilized by Lessee in the operation of its businesses is and will be “"Year 2000 Compliant” " in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, to during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “"Year 2000 Compliant”".

Lessee’s Representations and Warranties. Lessee represents and warrants as follows: (a) If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the 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 of any Lease has been duly authorized by all necessary corporate action on the part of Lessee, and is not inconsistent with its Articles articles of Incorporation incorporation or By–Laws by-laws or other governing instruments; (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 full 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (d) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (e) All computer hardware Lessee's (i) full and software that is utilized by Lessee exact legal name, (ii) state of organization and (iii) chief executive office are as listed in the operation heading or introductory paragraph of this Lease; Lessee is a legal entity or organization duly organized, validly existing and in good standing under the laws of the state of its businesses is organization listed in the heading or introductory paragraph of this Lease; and (f) Lessee is, and will shall at all times throughout the term of this Lease (including any extensions or renewals hereof) be and remain, a “Year 2000 Compliantcitizen of the United States” in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither meaning of 49 U.S. Code Section 40102(a)(15) of Title 49 of the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”United States Code.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants to Lessor, and agrees with Lessor, as follows: (a) If Lessee is a corporationcorporation duly organized, duly organized and validly existing and in good standing under the laws of the jurisdiction State of Delaware; Lessee has full power and authority and all necessary licenses and permits to carry on its incorporationbusiness as presently conducted, to own or hold under lease its properties and to enter into this Lease and to perform its obligations under this Lease; and Lessee is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where any Property is, in which the character of its properties or is to be located, and has full corporate power and authority to hold property under lease and to enter into and perform the nature of its business or the performance of its obligations under any Lease; this Lease requires such qualification. Lessee is a wholly-owned subsidiary of American Home Products Corporation, a Delaware corporation. (b) The execution and delivery by Lessee of this Lease and the execution, delivery and performance by Lessee of any its obligations under this Lease has have been duly authorized by all necessary corporate action on the part of Lessee; do not contravene any law, and is not inconsistent with governmental rule or regulation or any order, writ, injunction, decree, judgment, award, determination, direction or demand (each, an "Order") binding on Lessee or its Articles of Incorporation properties or By–Laws the corporate charter or other governing instruments; (b) If Lessee is a partnership, duly organized by written partnership agreement and validly existing in accordance with the by-laws of the jurisdiction of its organization, duly qualified to Lessee; and do business in each jurisdiction where the Property is, or is to be located, and has full power and authority to hold property under lease and to enter into and perform its obligations under any Lease; 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, Lessee has filed and published its fictitious business name certificate; (c) The execution, delivery and 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 provisionthe provisions of, or constitute a default (either with or without notice or lapse of time, or both) under, or result in the creation of any Lien upon, the Plunger Mold or any property of Lessee under any indenture, mortgage, contract, contract or other instrument to which it Lessee is bound anda party or by which Lessee or any of its properties is bound. (c) No consent or approval of, upon execution giving of notice to, registration with, or taking of any other action by, any state, federal or other governmental commission, agency or regulatory authority or any other person or entity is required for the consummation or performance by Lessee of the transactions contemplated under this Lease. (d) This Lease has been duly entered into and delivery of each Lease, will constitute delivered by Lessee and constitutes a legal, valid and binding agreement of Lessee, Lessee enforceable against Lessee in accordance with its terms; (d) No action, including any permits or consents, in respect of or except as limited by any statebankruptcy, federal insolvency, reorganization or other governmental authority similar laws of general application affecting the enforcement of creditor or agency is required with respect to the execution, delivery and performance by Lessee of any Lease;Lessor rights. (e) All computer hardware and software that is utilized by There are no actions, suits or proceedings pending or to the knowledge of Lessee threatened against or affecting Lessee or any property of Lessee in any court, before any arbitrator of any kind or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (each, a "Governmental Body"), which, if adversely determined, would materially adversely affect the operation business, assets, operations or condition, financial or otherwise, of Lessee, or adversely affect the ability of Lessee to perform its obligations under this Lease; and Lessee is not in default with respect to any order of any court, arbitrator or Governmental Body. (f) Lessee is not a party to any agreement or instrument or subject to any charter or other corporate restriction which materially adversely affects or, so far as Lessee can now foresee, will materially adversely affect the business, operations or properties of Lessee or the ability of Lessee to perform its respective obligations under this Lease. (g) Lessee has filed all required tax returns in all jurisdictions in which such returns were required to be filed and has paid, or made provision for, all taxes shown to be due and payable on such returns and all other taxes and assessments which are payable by it, except for any taxes and assessments of which the amount, applicability or validity is currently being contested in good faith by appropriate proceedings and which in the aggregate do not involve material amounts. (h) Lessee is not in default in the payment of the principal of or interest on any indebtedness for borrowed money or in default under any instrument or agreement under or subject to which any indebtedness for borrowed money has been issued; no event has occurred and is continuing under the provisions of any such instrument or agreement which with the lapse of time or the giving of notice, or both, would constitute a default or an event of default thereunder. Lessee is not in violation of any provision of its businesses corporate charter or by-laws or of any term of any material agreement, lease of real or personal property, including, without limitation, any term providing for the payment of rent or other instrument; and no Event of Default has occurred and is continuing with respect to this Lease as of the date hereof. (i) Lessee has not taken and will be “Year 2000 Compliant” not take any action or maintain any position inconsistent with treating this Lease as a valid leasehold interest in that it is and will be capable of accepting, processing and printing date data between and within the twentieth and twenty-first centuries, and neither the performance nor functionality of any computer hardware or software is affected by dates prior to, during, or after the Year 2000. Upon request, Lessee shall provide written assurances to Lessor that its hardware and software are “Year 2000 Compliant”Plunger Mold.