Common use of LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS Clause in Contracts

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee represents, warrants and covenants to Lessor each of the following: (A) Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is formed, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization. (B) Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by all necessary corporate action of Lessee and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms. (C) There is no law, nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by the execution, delivery or performance by Lessee of this Lease. (D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. (F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee hereby represents, warrants and covenants to Lessor each of the followingas follows: (Aa) Lessee is a limited liability company company, duly organized, validly existing and in good standing under the laws of the state in which it is formedState of Delaware, and is duly qualified and authorized to do transact business wherever in the nature State of its activities or the ownership of its properties require such qualification and authorizationCalifornia. (Bb) Subject to Lessee obtaining the approval of the Bankruptcy Court of the Purchase Agreement and this Lease as contemplated in Section 10.3(b)(viii) of the Purchase Agreement, Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by taken all necessary corporate action of Lessee and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms. (C) There is no law, nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by to authorize the execution, delivery or and performance by Lessee of this LeaseLease and all other agreements and instruments relating to the transactions contemplated by this Lease (collectively, the “Related Instruments”). This Lease and the Related Instruments constitute the legal, valid and binding obligations of Lessee. (Dc) No Subject to Lessee obtaining the approval of the Bankruptcy Court of the Purchase Agreement and this Lease as contemplated in Section 10.3(b)(viii) of the Purchase Agreement, Lessee has the right, power, legal capacity and authority to enter into and perform its obligations under this Lease and the Related Instruments, and no approval or consent of the shareholders or of any trustee or holder of any indebtedness of Lessee Person is or will be required as a condition to the validity in connection with Lessee’s execution and performance of this Lease orand the Related Instruments which has not been obtained (other than any Entitlements required to be obtained to construct any Improvements). Subject to Lessee obtaining the approval of the Bankruptcy Court of the Purchase Agreement and this Lease as contemplated in Section 10.3(b)(viii) of the Purchase Agreement, if requiredthe execution and performance of this Lease and the Related Instruments will not result in or constitute any default or event that would be, all such consents have been duly obtained and certified copies thereof shall be delivered or with notice or lapse of time or both would be, a default, breach or violation of the organizational instruments governing Lessee or any agreement or any deed restriction or order or decree of any court or other governmental authority to Lessorwhich Lessee is a party or to which it is subject. (Ed) No registration withLessee at all times during the Term expects to be: (i) adequately capitalized to conduct its business and affairs as a going concern, or approval ofconsidering the size and nature of its business and intended purposes, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunderand to pay in a timely manner all Monetary Obligations; or, if required, all such registrations (ii) solvent; (iii) able to pay its debts as they come due; and approvals have been duly made or obtained and certified copies thereof shall be delivered (iv) able to Lessorconduct its business as a stand-alone entity. (Fe) There are no outstanding or unpaid judgments against LesseeOn and as of the Effective Date, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as neither Lessee knows, threatened against Lessee before nor any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations Affiliate of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, has any ownership or other such certificates economic interest in ZM SF Ventures LLC or China Grill Management, Inc. Lessee shall take all actions necessary to ensure that may be deemed to replace each of the aforementioned certificate by representations, warranties and covenants contained in this Section 16.1 remain true and correct in all material respects at all times during the FAAperiod between the Effective Date and the expiration of the Term and any holdover period.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee represents, warrants and covenants to Lessor each of the following: (A) Lessee is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state in which it is formedincorporated, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization. (B) Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by all necessary corporate action of Lessee and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms. (C) There is no law, nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by the execution, delivery or performance by Lessee of this Lease. (D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. (F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135121/135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA. 17.2 Throughout the Lease Term, Lessee shall furnish to Lessor such financial reports and information concerning Lessee and its business operations as Lessor may from time to time request.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee hereby represents, warrants and covenants to Lessor each of the followingas follows: (Aa) Lessee is a limited liability company corporation, duly organized, validly existing and in good standing under the laws of the state in which it is formedState of Delaware, and is duly qualified and authorized to do transact business wherever in the nature State of its activities or the ownership of its properties require such qualification and authorizationCalifornia. (Bb) Lessee has taken all necessary action to authorize the execution, delivery and performance of this Lease and all other agreements and instruments relating to the transactions contemplated by this Lease (collectively, the "Related Instruments"). This Lease and the Related Instruments constitute the legal, valid and binding obligations of Lessee. (c) Lessee has the full right, power, legal capacity and authority and legal right to execute, deliver enter into and perform its obligations under this Lease and the terms of this Lease. This Lease has been duly authorized by all necessary corporate action of Lessee Related Instruments, and constitutes a valid and binding obligation of Lessee, enforceable in accordance with its terms. (C) There is no law, nor any charter, bylaw approval or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by the execution, delivery or performance by Lessee of this Lease. (D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee Person is or will be required as a condition to the validity in connection with Lessee's execution and performance of this Lease or, if required, all such consents have and the Related Instruments which has not been duly obtained (other than any Entitlements required to be EXHIBIT 10.27 *CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. obtained to construct any Improvements). The execution and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease and the Related Instruments will not result in or for constitute any default or event that would be, or with notice or lapse of time or both would be, a default, breach or violation of the validity hereunder; or, if required, all such registrations and approvals have been duly made organizational instruments governing Lessee or obtained and certified copies thereof shall be delivered any agreement or any deed restriction or order or decree of any court or other governmental authority to Lessor. (F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is a party or to which it is subject. Lessee shall take all actions necessary to ensure that each of the holder representations, warranties and covenants contained in this Section 16.1 remain true and correct in all material respects at all times during the period between the Effective Date and the expiration of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAATerm and any holdover period.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee ------------------------------------------------------ covenants, agrees, represents, warrants and covenants to Lessor as of each of the followingAcceptance Date and Rent Payment (except representations relating solely to an earlier date) that: (Aa) Lessee is a limited liability company corporation duly organized, validly existing and in good standing under the laws Laws of the state State of Missouri, and is registered, licensed or otherwise certificated or duly authorized by all appropriate authorities of the United States to engage in which it is formed, air transportation and is duly qualified and or otherwise authorized to do business wherever in all jurisdictions in which it intends to operate the nature Aircraft, except for jurisdictions where failure to so qualify or obtain authorization would not in the aggregate have a material adverse effect on the business of its activities Lessee and would not involve any danger of the sale, forfeiture or loss of the ownership Aircraft or impairment of its properties require such qualification the value thereof. Lessee also represents, warrants and authorizationcovenants that as of the Delivery Date it operates, and it will throughout the Lease Term continue to operate, the Aircraft in accordance with the rules and regulations of the FAA. (Bb) Lessee has the full power, power and authority and legal right to execute, deliver enter into and perform this Lease and the terms other Lease Documents to which it is a party, including the documents executed or to be executed by Lessee in connection with the Purchase Documents and the execution, delivery and performance of this Lease. This , the Purchase Documents and the other Lease has Documents (i) have been duly authorized by all necessary corporate action of Lessee and constitutes a valid and binding obligation on the part of Lessee, enforceable in accordance with (ii) do not require any stockholder approval or approval or consent of any trustee or holders of any debt or other obligations of Lessee except such as have been duly obtained and (iii) do not contravene any provision of any Law, the by-laws or other constituent documents of Lessee or any indenture, mortgage, contract or other material agreement or instrument to which Lessee is a party or by which it or any of its termsassets may be bound or affected. (Cc) There is no law, Neither the making nor any charter, bylaw or preference share provision of Lessee, nor any provision in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by the execution, delivery or performance by Lessee of this Lease. (D) No consent Lease and each other Lease Document, including the documents executed or to be executed by Lessee in connection with the Purchase Documents nor the consummation of any of the shareholders transactions by Lessee contemplated hereby or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to thereby, requires the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, consent or approval of, the giving of notice to, the registration or filing for recordation with, or the taking of any governmental agency or commission is necessary for the executionother action in respect of, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessorany Governmental Authority. (Fd) Each of this Lease, each Purchase Documents and each other Lease Document, including the documents executed or to be executed by Lessee in connection with the leasing of the Aircraft constitutes or, when so executed, will constitute the valid and legally binding obligation of Lessee enforceable against Lessee in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (e) There are no outstanding suits or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding proceedings pending or, insofar as Lessee knowsto the knowledge of Lessee, threatened against Lessee in any court or before any Court regulatory commission, board or other administrative or governmental agency against or affecting Lessee which in Lessee’s reasonable opinion might relate to the transactions contemplated hereby and which, if adversely determined, would have any a material adverse effect on (i) the business, financial condition or operations business of Lessee except as disclosed by Lessee to Lessor at time of execution of Lessee, (ii) its obligations under this Lease, or (iii) its obligations under any of the Operative Documents. Neither Lessee nor any of its Affiliates is in material default with respect to any order of any Governmental Authority. (Gf) In reliance upon the opinion of McAfee & Taft delivered pursuant to Sxxxxon 21 hereof (such reliance limited solely to matters relating ---------- to filings and recordings with the Aeronautics Authority), except for the registration of the Aircraft and the filing of this Lease with the FAA and the filing of Uniform Commercial Code financing statements in Delaware, Illinois, Missouri and Colorado, no further filing or recording of any document and no other action is necessary or advisable, whether in the United States or elsewhere, in order to establish and perfect under United States Federal and New York State Law, Lessor's title to and interest in the Aircraft as against Lessee and any third parties claiming against or through Lessee, including trustees, custodians and other representatives or similar officials, under any bankruptcy or liquidation law or regulations, or otherwise. (g) The Aircraft (i) is not principally for use in any nation with which under United States Law, regulation or stated policy Lessee is prohibited from doing business, (ii) is not to be used principally in any nation which engages in armed conflict, declared or otherwise, and (iii) is not currently, and will not be in the holder future, used in violation of Air Carrier Certificate Nothe organizational documents of Lessee. (h) The obligations of Lessee to pay Rent hereunder will be a direct and unconditional general obligation of Lessee, and will rank in right of payment at least pari passu with all unsecured and unsubordinated debt of ---- ----- Lessee, whether now or hereafter outstanding, subject to any bankruptcy, insolvency, reorganization or similar law. (i) On the Delivery Date, Lessee has, and on each other Acceptance Date, Lessee will have, no material liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments, other than payments due to Lessor under this Lease, and there are no unrealized or anticipated losses from any unfavorable commitments of Lessee which may materially and adversely affect the financial condition of Lessee. (j) There is no fact peculiar to Lessee which Lessee has not disclosed to Lessor in writing which materially and adversely affects or, so far as Lessee can reasonably foresee, would materially and adversely affect the Aircraft or the property, business, prospects, corporate structure, ownership of Lessee, profits or condition (financial or otherwise) of Lessee or would impair the ability of Lessee to perform its obligations under this Lease and the other Operative Documents. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may (l) The Aircraft will on the Delivery Date and thereafter during the Lease Term be deemed to replace the aforementioned certificate covered by the FAA.insurance required by Section 16 hereof. ----------

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee hereby -------------------------------------------------- represents, warrants warrants, and covenants to Lessor each of the followingLender that: (Aa) Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is formed, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization. (B) Lessee has the full power, authority and legal right to execute, deliver and perform this Agreement and the terms Additional Documents to which it is a party. (b) Any court or third-party approvals necessary for Lessee to enter into this Agreement and the Additional Documents to which it is a party have been obtained. (c) The entities and/or persons executing this Agreement and the Additional Documents to which it is a party on behalf of this Lease. This Lease has been Lessee are duly authorized by all necessary corporate action of Lessee to execute and constitutes deliver this Agreement. (d) This Agreement, the Additional Documents to which it is a party and the Loan Documents are in full force and effect and the transactions contemplated herein and therein constitute valid and binding obligation obligations of Lessee, as applicable, enforceable against Lessee, as applicable, in accordance with its termstheir terms and have not been modified either orally or in writing, except as expressly set forth in the Additional Documents, as applicable. (Ce) There is no lawexisting Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (f) There is no bankruptcy, receivership or insolvency proceeding pending or threatened against Lessee. (g) Lessee does not have any intention to do any of the following prior to the Closing or within the 180 days following the Closing: (i) seek entry of any order for relief as debtor in a proceeding under the Code, (ii) seek consent to or not contest the appointment of a receiver or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) make a general assignment for the benefit of their creditors. (h) All representations and warranties contained herein shall be true as of the date of this Agreement and shall survive the Closing. (i) Lender has not waived any requirements of the Loan Documents nor any charter, bylaw or preference share provision of Lender's rights thereunder. (j) The ownership of Lessee, nor any provision as of the date hereof, after giving effect to the Merger, is accurately described in any existing mortgageeach and every respect on Exhibit "E" attached hereto and by this reference made ---------- a part hereof. Lender is entitled to rely, indentureand has relied, contract or agreement binding upon Lesseethese representations, which would be contravened by warranties and covenants in the execution, execution and delivery or performance by Lessee of this LeaseAgreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement. (D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. (F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee hereby -------------------------------------------------- represents, warrants warrant, and covenants to Lessor each of the followingLender that: (Aa) Lessee is a limited liability company duly organized, validly existing and in good standing under the laws of the state in which it is formed, and is duly qualified and authorized to do business wherever the nature of its activities or the ownership of its properties require such qualification and authorization. (B) Lessee has the full power, authority and legal right to execute, deliver and perform this Agreement and the terms Additional Documents to which it is a party. (b) Any court or third-party approvals necessary for Lessee to enter into this Agreement and the Additional Documents to which it is a party have been obtained. (c) The entities and/or persons executing this Agreement and the Additional Documents to which it is a party on behalf of this Lease. This Lease has been Lessee are duly authorized by all necessary corporate action of Lessee to execute and constitutes deliver this Agreement. (d) This Agreement, the Additional Documents to which it is a party and the Loan Documents are in full force and effect and the transactions contemplated herein and therein constitute valid and binding obligation obligations of Lessee, as applicable, enforceable against Lessee, as applicable, in accordance with its termstheir terms and have not been modified either orally or in writing, except as expressly set forth in the Additional Documents, as applicable. (Ce) There is no lawexisting Event of Default or event or condition that, with the giving of notice or passage of time or both, would constitute an Event of Default. (f) There is no bankruptcy, receivership or insolvency proceeding pending or threatened against Lessee. (g) Lessee does not have any intention to do any of the following prior to the Closing or within the 180 days following the Closing: (i) seek entry of any order for relief as debtor and a proceeding under the Code, (ii) seek consent to or not contest the appointment of a receiver or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief under any bankruptcy, arrangement, reorganization or other debtor relief laws, or (iv) make a general assignment for the benefit of their creditors. (h) All representations and warranties contained herein shall be true as of the date of this Agreement and the Closing and shall survive the Closing. (i) Lender has not waived any requirements of the Loan Documents nor any charter, bylaw or preference share provision of Lender's rights thereunder. (j) The ownership of Lessee, nor any provision as of the date hereof and, after giving effect to the Merger, are accurately described in any existing mortgageeach and every respect on Exhibit "D" attached hereto and by this reference made ----------- a part hereof. Lender is entitled to rely, indentureand has relied, contract or agreement binding upon Lesseethese representations, which would be contravened by warranties and covenants in the execution, execution and delivery or performance by Lessee of this LeaseAgreement and all other documents and instruments executed and delivered by Lender in connection with this Agreement. (D) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. (F) There are no outstanding or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action or proceeding pending or, insofar as Lessee knows, threatened against Lessee before any Court or administrative agency which in Lessee’s reasonable opinion might have any material adverse effect on the business, condition or operations of Lessee except as disclosed by Lessee to Lessor at time of execution of this Lease. (G) Lessee is the holder of Air Carrier Certificate No. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA.

LESSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. 17.1 Lessee represents, represents and warrants to and covenants to with Lessor each of the following: that: (Aa) Lessee has the form of business organization indicated above and is a limited liability company duly organized, validly organized and existing and in good standing under the laws of the its state in which it is formed, of incorporation and is duly qualified and authorized to do business wherever the nature of necessary to carry on its activities present business and operations and to own or the ownership of lease its properties require such qualification and authorization. property; (Bb) Lessee has the full power, authority and legal right to execute, deliver and perform the terms of this Lease. This Lease has been duly authorized by all necessary corporate action on the part of Lessee consistent with its form of organization, does not require any further shareholder, member or partner approval, does not require the approval of, or the giving of notice to, any federal, state, local or foreign governmental authority and does not contravene any law binding on Lessee or contravene any certificate or articles of incorporation or bylaws, operating agreement or partnership certificate or agreement, or any agreement, indenture, or other instrument to which Lessee is a party or by which it may be bound; (c) this Lease has been duly executed and delivered by authorized officers or partners of Lessee and constitutes a legal, valid and binding obligation of Lessee, Lessee enforceable in accordance with its terms. ; (Cd) There is no lawLessee has not and will not, nor directly or indirectly, create, incur or permit to exist any charterlien, bylaw encumbrance, mortgage, pledge, attachment or preference share provision security interest on or with respect to the Equipment or this Lease (except those of persons claiming by, through or under Lessor); (e) the Equipment will be used solely in the conduct of Lessee's business and will remain in the location shown on the applicable Lease Schedule unless Lessor and Lessee otherwise agree in writing and Lessee has completed all notifications, nor any provision filings, recordings, and other actions in any existing mortgage, indenture, contract or agreement binding upon Lessee, which would be contravened by such new location as Lessor may reasonably request to protect Lessor's interest in the execution, delivery or performance by Lessee of this Lease. Equipment; (Df) No consent of the shareholders or of any trustee or holder of any indebtedness of Lessee is or will be required as a condition to the validity of this Lease or, if required, all such consents have been duly obtained and certified copies thereof shall be delivered to Lessor. (E) No registration with, or approval of, any governmental agency or commission is necessary for the execution, delivery or performance by Lessee of the terms of this Lease or for the validity hereunder; or, if required, all such registrations and approvals have been duly made or obtained and certified copies thereof shall be delivered to Lessor. (F) There there are no outstanding pending or unpaid judgments against Lessee, with the exception of those already disclosed to Lessor, and there is no action threatened actions or proceeding pending or, insofar as Lessee knows, threatened against Lessee proceedings before any Court court or administrative agency which in materially adversely affect Lessee’s reasonable opinion might have any material adverse effect on the business, 's financial condition or operations of Lessee except as disclosed and all credit, financial and other information provided by Lessee to Lessor at time is, and all such information hereafter furnished will be, true and correct in all material respects; and (g) Lessor has not selected, manufactured or supplied the Equipment to Lessee and has acquired any Equipment subject hereto solely in connection with this Lease and Lessee has received and approved the terms of execution of this Lease. (G) Lessee is any purchase order or agreement with respect to the holder of Air Carrier Certificate NoEquipment. GUUA428B issued pursuant to 14 CFR §121 or 135, or other such certificates that may be deemed to replace the aforementioned certificate by the FAA./s/ WJK