Common use of Lessee's Warranties Clause in Contracts

Lessee's Warranties. Lessee represents, warrants and covenants to Lessor, and Lessor relies on the fact that: (a) Lessee has read and understood this Master Lease and each Lease Schedule before it was signed; (b) LESSEE HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT, IS FULLY SATISFIED WITH BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT, AND HAS REVIEWED AND APPROVED THE SUPPLIER'S PURCHASE ORDER OR AGREEMENT COVERING THE EQUIPMENT PURCHASED FOR LEASE TO LESSEE; (c) Lessee shall provide to Lessor within 120 days after the close of each of Lessee's fiscal years, and, within 45 days of the end of each quarter of Lessee's fiscal year, a copy of its financial statements which will be, (i) accurate and correct in all material respects, and (ii) prepared in accordance with generally accepted accounting principles consistently applied; (d) the Equipment is leased exclusively for Lessee's established business purposes; (e) Lessee has the form of business organization indicated, and is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly qualified to do business wherever necessary to carry on its present business and operations and to own its property; (f) Lessee has the power and authority to enter into the Master Lease, all Lease Schedules and all other related instruments or documents hereunder ("Documents"), and such Documents (i) have been duly authorized by all necessary action on the part of Lessee consistent with its form of organization and duly executed and delivered by authorized officers or agents of Lessee, whose signatures hereon are, in all respects, authentic, (ii) do not require the approval of, or the giving notice to, any federal, state, local or foreign governmental authority, (iii) do not contravene any law binding on Lessee or any certificate or articles of incorporation or by-laws or partnership certificate or agreement; (iv) do not violate, result in any breach of, or constitute a default under, or result in the creation of any lien, charge or security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to any agreement, indenture, or other instrument to which Lessee is a party or by which it or any of its assets may be bound, and (v) constitute legal, valid and binding obligations of Lessee enforceable in accordance with their terms; (g) Lessee has experienced no material adverse change in its financial condition or operations since the date of its financial statements provided to Lessor nor does there exist any pending or threatened actions or proceedings before any court or administrative agency which might materially adversely affect Lessee's financial condition or operations; (h) the address indicated by Lessee is the chief place of business and chief executive office of Lessee; and (I) Lessee will pay all costs connected with the Equipment, including, without limitation, taxes, insurance, repairs, shipping, early termination fees, collection costs and other expenses normally paid in a net lease. Lessee shall be deemed to have reaffirmed the foregoing warranties each time it executes a Lease Schedule.

Lessee's Warranties. Lessee represents, warrants and covenants to Lessor, and Lessor relies on the fact that: that (a) if Lessee has read and understood this Master Lease and each Lease Schedule before is a corporation or partnership, it was signed; (b) LESSEE HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT, IS FULLY SATISFIED WITH BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT, AND HAS REVIEWED AND APPROVED THE SUPPLIER'S PURCHASE ORDER OR AGREEMENT COVERING THE EQUIPMENT PURCHASED FOR LEASE TO LESSEE; (c) Lessee shall provide to Lessor within 120 days after the close of each of Lessee's fiscal years, and, within 45 days of the end of each quarter of Lessee's fiscal year, a copy of its financial statements which will be, (i) accurate and correct in all material respects, and (ii) prepared in accordance with generally accepted accounting principles consistently applied; (d) the Equipment is leased exclusively for Lessee's established business purposes; (e) Lessee has the form of business organization indicated, and is duly organized, validly existing and in good standing under the laws of the state of indicated above, has the power to own its incorporation or organization property and to carry on its business and is duly qualified and in good standing and registered as a foreign entity authorized to do business wherever necessary to carry on its present business and operations and to own its propertyin all jurisdictions where the character of the properties owned or the nature of the activities conducted make such qualification necessary; (fb) Lessee this Agreement has the power and authority to enter into the Master Lease, all Lease Schedules and all other related instruments or documents hereunder ("Documents"), and such Documents (i) have been duly authorized by all necessary action on the part of Lessee consistent with its form of organization and duly validly executed and delivered by authorized officers or agents of Lessee, whose signatures hereon are, in all respects, authentic, (ii) do not require Lessee and constitutes the approval of, or the giving notice to, any federal, state, local or foreign governmental authority, (iii) do not contravene any law binding on Lessee or any certificate or articles of incorporation or by-laws or partnership certificate or agreement; (iv) do not violate, result in any breach of, or constitute a default under, or result in the creation of any lien, charge or security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to any agreement, indenture, or other instrument to which Lessee is a party or by which it or any of its assets may be bound, and (v) constitute legal, valid and binding obligations obligation of Lessee enforceable in accordance with their its terms; (gc) the execution and performance of this Agreement by Lessee will not violate any law or regulation or, if Lessee is a corporation, Lessee’s corporate charter or by-laws; nor will it constitute a default under any agreement to which Lessee is now a party; (d) all financial statements and information which have been or may hereafter be submitted to Lessor relating to Lessee or any Guarantor have been and will be complete, true and correct and have been and will be prepared in accordance with generally accepted accounting principles; (e) there has experienced been no material adverse change in its the financial condition of Lessee or operations any Guarantor since the date last submission of its such financial statements provided information to Lessor nor does there exist any pending or threatened actions or proceedings before any court or administrative agency which might materially adversely affect Lessee's financial condition or operations; (h) the address indicated by Lessee is the chief place of business and chief executive office of LesseeLessor; and (If) Lessee, to the best of its knowledge, is not in violation of any existing laws, ordinances, decrees, orders, governmental rules or regulations to which it is subject and has, or when required by applicable law, will secure all the licenses, zoning variances, environmental authorizations and other permits and regulatory approvals necessary for the operation of its business. Lessee will pay all costs connected with the Equipmentagrees to delivery to Lessor at any time or times hereafter such documents, including, without limitation, taxescertified resolutions and legal opinions, insurance, repairs, shipping, early termination fees, collection costs as Lessor may reasonably request to show Lessee's compliance with the foregoing. Each of the above warranties shall be continuing and other expenses normally paid in a net lease. Lessee shall be deemed to have reaffirmed remade concurrently with the foregoing warranties execution by Lessee of each time it executes a Lease Schedule.

Lessee's Warranties. Lessee represents, warrants and covenants to Lessor, and Lessor relies on the fact that: (aA) Lessee has read represents and understood this Master Lease and each Lease Schedule before it was signed; (b) LESSEE HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT, IS FULLY SATISFIED WITH BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT, AND HAS REVIEWED AND APPROVED THE SUPPLIER'S PURCHASE ORDER OR AGREEMENT COVERING THE EQUIPMENT PURCHASED FOR LEASE TO LESSEE; (c) Lessee shall provide warrants to Lessor within 120 days after the close of each of Lessee's fiscal years, and, within 45 days of the end of each quarter of Lessee's fiscal year, that it is a copy of its financial statements which will be, (i) accurate and correct in all material respects, and (ii) prepared in accordance with generally accepted accounting principles consistently applied; (d) the Equipment is leased exclusively for Lessee's established business purposes; (e) Lessee has the form of business organization indicated, and is corporation or partnership duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation or organization and that it is duly qualified to do business wherever necessary in every jurisdiction where the failure to carry qualify would have a materially adverse effect on its present business Lessor's rights hereunder; it has taken all corporate or partnership action which may be required to authorize the execution, delivery and operations and to own its property; (f) Lessee has the power and authority to enter into the Master performance of this Lease, all Lease Schedules and all other related instruments or documents hereunder ("Documents"), and such Documents (i) have been duly authorized by all necessary action on the part execution, delivery and performance will not conflict with or violate any provision of Lessee consistent with its form Charter or Articles or Certificate of organization and duly executed and delivered by authorized officers or agents of LesseeIncorporation, whose signatures hereon are, in all respects, authentic, (ii) do not require the approval of, or the giving notice to, any federal, state, local or foreign governmental authority, (iii) do not contravene any law binding on Lessee or any certificate or articles of incorporation or byBy-laws or partnership certificate or agreement; (iv) do not violate, result in any breach ofprovisions thereof, or constitute in the case of a default underpartnership, its Certificate of Partnership or Limited Partnership and its Partnership Agreement, or result in the creation a default or acceleration of any lien, charge or security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to obligation under any agreement, indentureorder, decree or other instrument judgment to which Lessee it is a party or by which it or is bound, nor is it now in default under any of the same; there is no litigation or proceeding pending or threatened against it which may have a materially adverse effect on Lessee or which would prevent or hinder the performance by it of its assets may be bound, obligations hereunder; this Lease and (v) the attendant documents constitute legal, valid and binding obligations of Lessee the Lessee, binding and enforceable against it in accordance with their respective terms; (g) Lessee no action by or with any commission or administrative agency is required in connection herewith; it has experienced no material adverse the power to own its assets and to transact business in which it is engaged; it will give to Lessor prompt notice of any change in its financial condition name, identity or operations since structure. first shall consent thereto in writing and Lessee shall have obtained from all persons having any interest in the date Realty written consents which approve such attachment, waive any claims to or encumbrances upon attached Items and consent to the detachment and removal of its financial statements provided such Items at any time by Lessor or Lessee. Notwithstanding attachment of any Items to Lessor nor does there exist any pending or threatened actions or proceedings before any court or administrative agency which might materially adversely affect Realty, all the Equipment at all times shall be and remain personal property. Upon termination of Lessee's financial condition or operations; (h) the address indicated by Lessee is the chief place right to possession of business and chief executive office of Lessee; and (I) Lessee will pay all costs connected with the Equipment, includingwhether by expiration of the Term or otherwise, without limitationLessee at its sole cost and expense shall detach and remove the Equipment from the Realty and save Lessor harmless from and indemnify and defend Lessor against any claim, taxesdemand, insuranceloss, repairsliability, shippingand damage arising from such detachment or removal, early termination fees, collection costs and other expenses normally paid in a net lease. Lessee shall be deemed to have reaffirmed the foregoing warranties each time it executes a Lease Scheduleor both.

Lessee's Warranties. Lessee represents, warrants and covenants to Lessor, and Lessor relies on the fact that: (a) Lessee has read hereby warrants and understood this Master Lease represents to Lessor, its successors and each Lease Schedule before it was signed; (b) LESSEE HAS SELECTED THE EQUIPMENT BASED ON ITS OWN JUDGMENT, IS FULLY SATISFIED WITH BOTH THE EQUIPMENT AND THE SUPPLIER OF THE EQUIPMENT, AND HAS REVIEWED AND APPROVED THE SUPPLIER'S PURCHASE ORDER OR AGREEMENT COVERING THE EQUIPMENT PURCHASED FOR LEASE TO LESSEE; (c) Lessee shall provide to Lessor within 120 days after the close of each of Lessee's fiscal years, and, within 45 days of the end of each quarter of Lessee's fiscal year, a copy of its financial statements which will be, assigns as follows: (i) accurate and correct in all material respects, and (ii) prepared in accordance with generally accepted accounting principles consistently applied; (d) the Equipment Lessee is leased exclusively for Lessee's established business purposes; (e) Lessee has the form of business organization indicated, and is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation or organization Arizona, and is duly qualified to do business wherever in, and is in good standing in, each state or other jurisdiction in which the nature of its business makes such qualification necessary to carry on its present business and operations and to own its property(including each state or other jurisdiction in which the Equipment or any part thereof will be located); (fii) Lessee has the corporate power and authority to enter into execute and perform its obligations under this Agreement, the Master Lease, all Lease Equipment Schedules and all other the Leases created thereunder and any related instruments or documents hereunder ("Documents")and certificates and to lease the Equipment under the Leases, and such Documents (i) Lessee's execution and performance of this Agreement, the Equipment Schedules and the Leases created thereunder have been duly authorized by all necessary action on the part of Lessee consistent with its form of organization and duly executed and delivered by authorized officers or agents of Lessee, whose signatures hereon are, in all respects, authentic, (ii) do not require the approval of, or the giving notice to, any federal, state, local or foreign governmental authority, corporate action; (iii) the leasing of the Equipment from Lessor, the execution and delivery of this Agreement, the Equipment Schedules and any other related instruments, documents and agreements, and the compliance by Lessee with the terms thereof do not contravene any law binding on Lessee conflict with and will not result in a violation or breach of Lessee's Certificate of Incorporation (or equivalent document), or its Bylaws, or any certificate indenture, contract or articles of incorporation agreement by which Lessee is bound, or by-laws with any statute, judgment, decree, rule or partnership certificate or agreementregulation binding upon Lessee; (iv) do not violate, result in any breach of, no consent or constitute a default under, or result in the creation approval of any lientrustee or holder of any indebtedness or obligation of Lessee, charge and no consent or security interest approval of any governmental authority, is necessary (or, if required, has been obtained) for Lessee's execution or other encumbrance upon any assets performance of Lessee or on this Agreement, the Equipment pursuant to any agreement, indenture, or other instrument to which Lessee is a party or by which it or any of its assets may be bound, Schedules and the Leases created thereunder; (v) this Agreement, and the Equipment Schedules, when executed by the duly authorized officer or officers of Lessee, will constitute legal, valid and binding obligations of Lessee, enforceable against Lessee enforceable in accordance with their terms, subject to enforcement limitations imposed by rules of equity or by bankruptcy or similar laws; (gvi) Lessee has experienced no material adverse change in its financial condition mortgage, deed of trust, or operations since the date of its financial statements provided to Lessor nor does there exist other lien which now covers or affects, or which may hereinafter cover or affect, any pending property or threatened actions or proceedings before any court or administrative agency which might materially adversely affect Lessee's financial condition or operations; (h) the address indicated by Lessee is the chief place of business and chief executive office interest therein of Lessee; and (I) Lessee , now attaches or hereafter will pay all costs connected with attach to the Equipment or any Items of Equipment, including, without limitation, taxes, insurance, repairs, shipping, early termination fees, collection costs and other expenses normally paid or in a net lease. Lessee shall be deemed to have reaffirmed the foregoing warranties each time it executes a Lease Schedule.any manner [CONFORMED COPY #2 STAMP]