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

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: (i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United States.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: (i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to rights in the Aircraft was as were conveyed to it by Manufacturer Owner under the Purchase AgreementHead Lease and shall have all requisite authority to lease the Aircraft to Lessee hereunder; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United States.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that To induce Lessee has entered to enter into this Lease Agreement, Lessor makes the following representations and warranties each of which shall survive the execution and delivery of this Lease Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurateDate: (i) the execution and delivery by Lessor of this Agreement have been duly authorized by all necessary corporate action on the part of Lessor, do not require any approval of stockholders of Lessor (or if such approval is required, such approval has been obtained), and the execution and delivery hereof, and/or the consummation by Lessor of the transactions contemplated hereby, and/or compliance by Lessor with any of the terms and provisions hereof, do not contravene any provisions of the Certificate of Incorporation or By-laws of Lessor, or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any assets or property of Lessor under, any (A) indenture, mortgage, lease, chattel mortgage, deed of trust, conditional sales contract, bank loan, credit agreement or other material agreement or instrument to which Lessor is a national banking association duly organizedparty or by which Lessor or its properties may be bound or materially affected, validly existing which breach or default would have a material adverse effect on its ability to perform the transactions contemplated by this Agreement, or (B) any Applicable Law binding on Lessor, which breach or default would have a material adverse effect on its ability to perform the transactions contemplated by this Agreement; (ii) the execution and in good standing delivery by Lessor of this Agreement and the performance by Lessor of its obligations under this Agreement do not require the federal banking laws consent or approval of, or registration with, or the giving of prior notice to, any Person including any federal, state or foreign Governmental Authority or entity having appropriate jurisdiction, except (A) any such consent, approval, notice registration, notice or action that has been obtained or as would not affect the validity, enforceability or binding nature of this Agreement, and (B) routine reporting requirements of the United States Securities and Exchange Commission, the FAA, the DOT or other Governmental Authorities after the Effective Date; (iii) this Agreement has been duly executed and delivered by Lessor and, assuming due authorization, execution and delivery by Lessee, constitutes the legal, valid and binding obligation of America and has full power and authority to conduct Lessor, fully enforceable against Lessor in accordance with its business as presently conductedterms; (iv) Lessor is not in default, and has full power and authority to the extent provided herein no condition exists that with notice or in the lapse of time or both would constitute a default, under any material mortgage, deed of trust, indenture, or other Operative Documents instrument or agreement to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its properties or assets is may be bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s its ability to observe or perform its obligations under this Agreement; (v) there are no pending or, to the Operative Documents to which knowledge of Lessor, threatened investigations, suits or proceedings against it is a partyor affecting it or its properties or operations, that, if determined adversely, would materially adversely affect the consummation by Lessor of the transactions described in, or the performance of its obligations under, this Agreement; (vi) no litigationLessor is not in violation of, arbitration or administrative proceeding in default under, any Applicable Law, of any Governmental Authority or any permit or certificate issued or granted by any Governmental Authority, that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the its ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assetsthis Agreement; (vii) on the Delivery Date, Lessor shall have received whatever title is certificated under 14 C.F.R. Part 121 to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement;perform Maintenance Services; and (viii) on Lessor has the Delivery Date, the Aircraft shall be free right to transfer possession and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen use of the United StatesServiced Engines to Lessee.

Lessor’s Representations and Warranties. 3.1 Lessor represents and warrants, to and in favor of Lessee, as follows: (a) Lessor acknowledges that Lessee has entered into The execution, delivery and performance of this Lease Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: (i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform validly authorized by all requisite action on the part of Lessor. The consummation of the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constituteswill not violate, and when executed and delivered by Lessor the other Operative Documents or be in conflict with, any provision of any agreement or document to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited or by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor bound. (b) Lessor has not incurred any liability, contingent or otherwise, for brokers or finder’s fees relating to the performance transactions contemplated by this Agreement for which Lessee shall have any responsibility. (c) There is no material uncured event of default by Lessor, which has occurred under any agreement, document, order, law, rule or regulation, which uncured event of default by Lessor would adversely affect the value of the Subject Interests. (d) No material adverse information in the possession of or known to Lessor affecting Lessor's ability to lease the Subject Interests has been or will be withheld from Lessee or Lessee's representatives. (e) The Subject Interests are not currently subject to any preferential right to purchase by any third person and there are no consents, except those consents to assign required by Lessor, authorizations or approvals of third persons required in connection with the lease of the Subject Interests to Lessee. (f) Schedule 1 attached hereto and made a part hereof sets forth all contracts and agreements applicable to the Subject Interests. Lessor owns, and shall lease to Lessee, its interest therein subject to a 15% royalty interest retained by Lessor. (g) There is no judgment, order, decree or award, or suit, action or administrative, arbitration or other proceeding (including but not limited to bankruptcy proceedings) or governmental investigation of any kind in existence or pending or to Lessor's knowledge threatened against or relating to Lessor or which may have an adverse effect on the Subject Interests or the leasing thereof or the value thereof, and Lessor has not received or been advised of any unsatisfied request for information, notice, administrative inquiry or claim (including, but not limited to, those from the U.S. Environmental Protection Agency or a state or local environmental agency) with respect to any of the Subject Interests. (h) Lessor has not created or suffered to exist any lien, security interest or encumbrance against, upon or with respect to the Subject Interests, which will not be released as of the Effective Time. (i) Lessor has not entered into any contract or agreement for the lease of any of the transactions contemplated therein Subject Interests to be performed any third person or which gives any person any right, title or interest (conditional or otherwise) in the Subject Interests. (j) Lessor acknowledges that it has accessed and reviewed Lessee’s reports on file with the U.S. Securities and Exchange Commission, includng Lessee;s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and all subsequently filed Quarterly reports on Form 10-Q and Current Reports on Form 8-K (“SEC Filings”). Lessor acknowledges that the offer and payment of the Purchased Shares is being made only by means of this Agreement and understands that Lessee has not authorized the use of, and Lessor will: confirms that it is not relying upon, any other information, written or oral, other than material contained in this Agreement or the SEC Filings. Lessor is aware that the receipt of the Purchased Shares involves a high degree of risk and that Lessor may sustain, and has the financial ability to sustain, the loss of its entire investment in the Purchased Shares. (k) Lessor represents to Lessee that either (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party an “accredited investor”, as such term is defined in Rule 501(a) under the Securities Act of 1933 (“Securities Act”) under or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause in the event that Lessor is not an “accredited investor”, Lessor either alone or with such Lessor’s “Lessee representative”, as such term is defined in Rule 501(i) under the Securities Act, has such knowledge and experience in financial and business matters that such Lessor is capable of evaluating the merits and risks of the prospective investment in the Purchased Shares. (l) Lessor is acquiring the Purchased Shares pursuant to this Agreement for its own account, for investment and not with a view to the sale or distribution thereof, and has not granted any limitation on it, other person any interest or the power of its directors and officers, whether imposed by participation in or contained in its organizational documents right or option to purchase all or any existing lawportion of the Purchased Shares. Lessor is aware that the Purchased Shares are restricted securities within the meaning of Rule 144 under the Securities Act, agreement and may not be sold or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (otherwise transferred other than pursuant to an Operative Document effective registration statement or an exemption from registration. Lessor understands and agrees that the certificates for the Purchased Shares shall bear a Security Document);restrictive legend in substantially the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered for sale, sold, or otherwise disposed of, except in compliance with the registration provisions of such Act or pursuant to an exemption from such registration provisions, the availability of which is to be established to the satisfaction of the Company.” (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ixm) Lessor is not acquiring the Purchased Shares as a Citizen result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (n) Lessor represents and warrants that the United Statesaddress set forth in Section 7.1 to this Agreement is its true and correct address, and understands that Lessee will rely on this representation in making filings under applicable securities laws.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurateas follows: (ia) Lessor is a national banking association duly organizedhas the full power, validly existing authority and in good standing under the federal banking laws of the United States of America legal right to execute and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into deliver and perform its obligations hereunder and under observe the other Operative Documents to which it is a party and to consummate provisions of this Lease, including the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, Purchase Option and all necessary action has been taken to authorize, other instruments provided for herein and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents Exhibits hereto to which Lessor is a party; provided that no representation or warranty is made with respect , and to otherwise carry out the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor;transactions contemplated hereunder and thereunder. (iiib) Lessor This Lease has duly authorized, executed and delivered this Agreementbeen, and this Agreement constitutes, on the Settlement Date any other instruments provided for herein and when executed and delivered by Lessor the other Operative Documents Exhibits hereto to which Lessor is a party will constitutehave been, duly executed and delivered by Lessor, and constitute and will constitute the legal, valid and binding obligations of Lessor enforceable against it Lessor in accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally);terms. (ivc) neither the The execution and delivery of this Lease and all other instruments provided for herein and the Operative Documents Exhibits hereto to which Lessor is a party, compliance with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not result in (i) the breach or violation of (A) any law, statute, rule or regulation of any court or governmental authority now in effect and applicable to Lessor or the Premises, (B) any judgment, order or decree of any court or governmental authority binding on Lessor or the Premises or (C) any contract, instrument or other Lease to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it Lessor is bound or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, of any Lessor’s Lien lien upon the Premises (other than pursuant to an Operative Document or a Security Documentthis Lease and the Permitted Exceptions);. (vd) Lessor is solvent and there are no event has occurred that constitutes a contravention ofactions, proceedings or default underinvestigations, any agreement by which including without limitation eminent domain, condemnation or bankruptcy proceedings, pending or threatened, against or affecting Lessor or any of its assets is bound the Premises, seeking to enjoin or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on challenge the ability of Lessor to observe carry out the transactions contemplated hereunder or perform its obligations under any of the Operative Documents other instruments provided for herein and in the Exhibits hereto to which it Lessor is a party is (to party, or which in any way challenge, affect or would challenge or affect Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any 's ownership of its assets;the Premises. (viie) on the Delivery Date, Lessor shall have received whatever has good and marketable absolute fee simple title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) Premises described on the Delivery DateExhibit A, the Aircraft shall be free and clear of all Lessor’s Liensliens, other than Liens arising under claims or encumbrances (except for the Security Documents; andPermitted Exceptions). (ixi) There are no underground tanks or hazardous substances (as defined in the Comprehensive Environmental Response, Compensation and Liability Act, as amended), solid wastes, hazardous wastes or any other substance for which any governmental authority with jurisdiction over Lessor or the Premises requires special handling in its generation, handling, use, collection, storage, treatment or disposal (collectively, the "Hazardous Substances") currently located on the Premises, no such tanks have ever been located on the Premises and no such Hazardous Substances have ever been present, used, stored, treated, released from or disposed of on the Premises; (ii) no enforcement, cleanup, removal or other governmental or regulatory actions have, at any time, been instituted or, to the best of Lessor's knowledge, threatened with respect to the Premises; (iii) there is no current or, to the best of Lessor's knowledge, prior violation or state of noncompliance with any environmental law relating to Hazardous Substances with respect to the Premises; (iv) no claims have been made or, to the best of Lessor's knowledge, threatened by any third party with respect to the Premises relating to damage, contribution, cost recovery, compensation, loss or injury resulting or related to any Hazardous Substances and (v) to the best of Lessor's knowledge, there are no current, and have been no, businesses engaged in the storage, treatment or disposal of Hazardous Substances on any Premises adjacent to the Premises. (g) The Premises is not located within an area of special risk with respect to natural or man-made disasters or hazards, including any flood hazard area. (h) There are no adverse geological or soil conditions affecting the Premises. (i) The land upon which Cherokee and Nevada each sit constitute legal lots or parcels which for all purposes may be mortgaged, conveyed and otherwise dealt with as separate lots or parcels and are taxed as separate parcels. (j) The premises are zoned __________, and Lessor does not have any knowledge of any law, ordinance, regulation, general plan, plot plan, subdivision or other applicable land use regulation or any private covenant, condition or restriction which would prevent the Premises from being transferred or used by Lessee for Lessee's intended use pursuant to this Lease or prevent the Premises from being rezoned, if necessary, in order to permit Lessee's intended use of the Premises. (k) On or prior to Settlement (i) all utilities, including without limitation, telephone, gas, electric power, sewer, storm sewer and water are or will be available to service the Premises; (ii) such utilities are or will be adequate for Lessee's intended use of the Premises and (iii) the means of ingress and egress, access to public streets and drainage facilities are or will be adequate for Lessee's intended use of the Premises. (l) Lessor is not a Citizen "foreign person" as that term is defined in the U.S. Internal Revenue Code and the regulations thereunder. (m) No person or entity other than Lessee has any right to possession of or option to acquire the United StatesPremises, or any part thereof. These representations and warranties shall be true and correct in all respects on and as of Settlement. Should any such warranty or representation be false, inaccurate or misleading at Settlement, then Lessee, at its option, may terminate the Option and its obligation to purchase the Premises at Settlement shall cease.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now hereby represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accuratethat: (i1) Lessor (a) is a national banking association duly organized, validly existing and in good standing organized under the federal banking laws Laws of the United States of America Lessor Jurisdiction and (b) has full the corporate power and authority to conduct own its assets wherever located or used and to carry on its business as presently conducted, it is now being conducted and has full power to enter into and authority perform its obligations under each Operative Document to which it is a party; the extent provided herein or in execution and delivery by Lessor of the other Operative Documents to which it is a party, to enter into and perform the performance of its obligations hereunder thereunder, have been (as and under the other when delivered by Lessor) duly authorized by all necessary corporate action on its part. Such Operative Documents each have been duly executed and delivered by it and each constitutes legal, valid and binding obligations, enforceable against Lessor in accordance with its terms. (2) Lessor holds all authorizations necessary to permit its execution and delivery of each Operative Document to which it is a party and to consummate the transactions contemplated hereby and thereby;performance of its obligations thereunder. (ii3) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither Neither the execution and delivery of the any Operative Documents to which Lessor is a party Document by Lessor, nor the performance by Lessor of its obligations thereunder, contravenes any of the transactions contemplated therein provisions of its constitutional documents or any Law applicable to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets or conflicts with or results in a default under any document which is bound, binding on Lessor or any agreement of its assets. (4) Lessor is subject to civil and commercial Law with respect to its obligations under each Operative Document to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige neither it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or nor any of its assets is bound or affected, entitled to any right of immunity and that would have a material adverse effect on Lessor’s ability to observe or perform the entry into and performance of each such Operative Document constitute its private and commercial acts. (5) The obligations of Lessor under the Operative Documents to which it is a party;party rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessor, with the exception of such obligations as are mandatorily preferred by Law and not by virtue of any contract. (vi6) There are no litigationpending or, to Lessor’s knowledge, threatened actions or proceedings before any court, arbitration or administrative proceeding that would (by itself agency in respect of this Lease Agreement or together with any other such proceedings Operative Document or claims) have a material adverse effect on the ability Aircraft or the performance by Lessor of Lessor to observe or perform its obligations hereunder or under the any other Operative Documents Document to which it is a party is party. The representations and warranties above will survive execution of this Lease Agreement and those contained in clauses (to Lessor’s knowledge1) presently in progress or pending or threatened against Lessor or any through (5) of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft this Section 5.1 are continuing representations and warranties and shall be free deemed made and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen given on and as of the United Statesdate hereof and each Rent Payment Date.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now hereby represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurateas follows: (ia) Lessor is a national banking association duly organized, validly existing and in good standing body having corporate powers under the federal banking laws of the United States State of America California. (b) Lessor has taken all necessary action to authorize the execution, delivery and performance of this Lease and this Lease constitutes the legal, valid, and binding obligation of Lessor. (c) Lessor has full power the right, power, legal capacity and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder under this Lease and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations no approvals or consents of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that person are required to authorize in connection with the execution and performance of this Lease. The execution and performance of this Lease will not result in or constitute any default or event that with notice or the lapse of time or both, would be a default, breach or violation of the organizational instruments governing Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation agreement or the nature any order or decree of the equipment owned by Lessor any court or other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents governmental authority to which Lessor is a party will constituteor to which it is subject. (d) As of the Commencement Date, Lessor has delivered to Lessee true, correct and complete copies of all Access Agreements, material reports and environmental assessments of the legalPremises in Lessor’s possession (other than those associated with any confidential agreements entered into with third parties), valid and binding Lessor has complied with all environmental disclosure obligations imposed by Environmental Requirements with respect to this transaction. Except as disclosed in such reports and assessments, or as disclosed in any public document available to Lessee from governmental entities having jurisdiction over the Premises, to Lessor’s actual knowledge as of Lessor enforceable against it accordance with their respective terms the Commencement Date (i) no Hazardous Substance is present on the Premises or the soil, surface water or ground water thereof, except to the extent such enforceability may be limited brought upon the Premises by insolvencyLessee, moratoriumits employees and contractors, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause no Remediation Systems, underground storage tanks or asbestos-containing building materials are present on the Premises, regarding any limitation on it, Hazardous Substance or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document any Environmental Requirements. No Access Agreement or a Security Document); (v) no event other confidential agreements that Lessor has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affectedentered into with third parties prior to the Commencement Date, and no reports or environmental assessments associated therewith, contain or refer to any information that would have a material adverse effect on Lessor’s ability describes or discloses any event, condition or circumstance regarding the Premises that is not described in and disclosed by the reports and environmental assessments that Lessor has delivered to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United StatesLessee.

Lessor’s Representations and Warranties. The Lessor hereby represents and warrants as follows: (a) The Lessor acknowledges is an Indian Tribe recognized by the Secretary; (b) The Lessor is solvent and has not filed a petition for bankruptcy; (c) The Lessor has the right, power, and authority to enter into, execute, and deliver this Lease, and to perform each and all of the Lessor's obligations hereunder; (d) Any person executing this Lease on behalf of the Lessor has been duly authorized to execute and deliver the same on behalf of the Lessor pursuant to any organizational documents and all applicable laws; (e) The Lease has been duly and validly executed, issued, and delivered by the Lessor and constitutes the valid, legally binding obligation of the Lessor; (f) There are no claims or litigation, pending or threatened, known to the Lessor, that Lessee has entered into could materially and adversely affect this Agreement Lease, the Leasehold Estate, the Lessor's interest in and to the Leasehold Estate, or the Lessor's ability to perform any of its obligations under this Lease; nor is there any basis known to the Lessor for any unfavorable decision, ruling, or finding that would materially and adversely affect the validity of this Lease, or that might result in any material adverse change in the condition of the Lessor; (g) There are no outstanding liens, garnishments, or judgments against the Lessor, nor are there any eminent domain, taking, or termination proceedings or other Lessee’s Documents governmental action or any judicial action of any kind known to which it is a party in full reliance on representations and warranties the Lessor pending or threatened against the Leasehold Estate; (h) The leasing of the Leasehold Estate and/or compliance by the Lessor on with this Lease will not violate any existing federal or tribal law, the terms set forth in this clauseLessor's form of governance, or any instrument or agreement binding upon the Lessor; and Lessor now represents and warrants to Lessee that will not result in the following statements are imposition of any lien, charge, or encumbrance of any nature whatsoever on any of the date hereofLessor's assets or property including, and on but not limited to, all or any portion of the Delivery Date will beLeasehold Estate, true and accurate:except as contemplated by this Lease; (i) Lessor is a national banking association duly organizedThe Leasehold Estate and the use contemplated therefor in this Lease comply in all respects with all existing applicable federal and tribal zoning, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conductedbuilding, subdivision, platting, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and therebyland use requirements; (iij) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which The Lessor is a party; provided that no representation not prohibited from entering into the Lease by any agreement or warranty is made with respect other writing known to the Transportation Code Lessor or any laws relating to aviation by federal or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessortribal law or regulation; (iiik) The Lessor currently has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding no liabilities or remedial obligations of Lessor enforceable against it accordance with their respective terms (except regard to the extent Leasehold Estate; (l) There are no claims, liens, encumbrances, or other restrictions on or against the Leasehold Estate known to the Lessor, which result from liabilities arising under any applicable environmental laws (as such enforceability term may be limited by insolvency, moratorium, bankruptcy, reorganization defined in any mortgage or other laws affecting security instrument encumbering the rights of creditors generallyLeasehold Estate); (ivm) neither the execution and delivery of the Operative Documents to which The Lessor is a party nor the performance by Lessor has received no notice, order, or other communication of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene alleged or constitute a potential violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it failure to createcomply with, applicable laws including, but not limited to, any environmental laws; (n) The Lessor has not been involved in the generation, storage, release, treatment, or disposal of any hazardous substance (as such term may be defined in any mortgage or other security instrument encumbering the Leasehold Estate) on, in, or under the Leasehold Estate except in compliance with applicable laws including, but not limited to, environmental laws; (o) To the Lessor’s Lien 's knowledge, after diligent inquiry and inspection, no hazardous substance (other than pursuant amounts generally recognized to an Operative Document be appropriate to normal residential uses and to maintenance of the Leasehold Estate), is being or a Security Document)has ever been generated, stored, released, treated, or disposed of on, in, under, or from the Leasehold Estate, which estate is in compliance with all the environmental laws as of the date this Lease is executed; (vp) To the Lessor's knowledge, after diligent inquiry and inspection, no event has occurred that constitutes a contravention ofunderground storage tanks are currently kept, stored, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect used on the ability of Lessor to observe Leasehold Estate, nor have any underground storage tanks been kept, stored, or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) used on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security DocumentsLeasehold Estate; and (ixq) To the Lessor's knowledge, the Lessor is a Citizen in compliance with all applicable laws, including, but not limited to, any applicable environmental laws. The Lessor shall hold harmless, defend and indemnify the Lender and its successors or assigns from and against all proceedings, claims, damages, penalties, costs and expenses arising directly or indirectly from (i) the Lessor's breach of any environmental representation or warranty provided in this section or (ii) the United Statespresence or alleged presence of any hazardous substances on the Leasehold Estate.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that In order to induce Lessee has entered to enter into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on transactions contemplated hereby, Lessor makes the following representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on as of the date hereof, of this Agreement and on again as of the Delivery Date will be, true and accurateClosing Date: (ia) Lessor is a national banking association limited liability company duly organized, validly existing and in good standing under the federal banking laws of the United States State of America Washington and qualified to do business in the State of Washington. Lessor has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into this Agreement, to execute and perform its obligations hereunder and under deliver the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, Deed and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now other documents required in full force and effect that are required to authorize Lessor to sign and deliverthis transaction, and to perform all of the transactions contemplated byterms, conditions and provisions hereof and as set forth in such documents. The acceptance and performance of the Lessee’s Documents terms and provisions of this Agreement have been duly authorized and approved by all necessary parties and this Agreement is binding upon Lessor in accordance with its terms. (b) At the Closing Date, Lessor shall have good, marketable and indefeasible title to all of the Property subject only to the Permitted Encumbrances, and Lessor is aware of no other matters which adversely affect title thereto. (c) The Property will be subject to no encumbrances, defects, liens, adverse claims or other matters known to Lessor or of which Lessor is a party; provided that or may be aware except the Permitted Exceptions, and there will be no representation commitments or warranty is made agreements, including leases, of any kind or character relating to the Property. In particular, Lessor has delivered to Lessee complete copies of all contracts of any nature with respect to the Transportation Code Property and is unaware of any defaults either by Lessor or by contracting parties with respect thereto, and to the best of Lessor's knowledge no basis exists for any laws default thereunder. It is understood and agreed that Lessor shall be responsible for any existing service, maintenance and operating contracts which Lessor has entered into, and that such contacts shall not be assumed by Lessee except in the event and to the extent that such contracts have been approved by Lessee and specifically assumed by Lessee at the Closing by Lessee's execution of the assignment of Service Contracts. (d) Other than disclosed by Lessor to Lessee as of the Effective Date, there is no claim, litigation, proceeding, or governmental investigation pending, or so far as is known to Lessor, threatened against or relating to aviation Lessor's properties or business, the Property, or the nature of the equipment owned transactions contemplated by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and or any dispute arising out of any contact or commitment entered into regarding the Property, nor is there any basis known to Lessor for any such action. (e) Neither the execution of this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constituteAgreement, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery consummation of the Operative Documents to which Lessor is a party transactions contemplated hereby, nor the performance by Lessor fulfillment of the terms hereof, will conflict with or result in a breach of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene terms, conditions or provisions of, or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by or instrument to which Lessor is, or is asserted to be, a party affecting the Property or to which the Property is subject or any applicable laws or regulations of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party;any governmental body having jurisdiction. (vif) no litigationLessor has not committed nor obligated itself in any manner whatsoever to sell the Property or any portion thereof to any party other than Lessee. Lessor has not hypothecated or assigned the rents or income from the Property in any manner. (g) Lessor has not received any notices from any insurance companies, arbitration governmental agencies or administrative proceeding that would (by itself or together with from any other parties with respect to any violations or other matters concerning the Property. (h) Lessor agrees to keep the Property free from liens which might result and to indemnify, defend, protect and hold Lessee harmless from any such proceedings or claimsliens and all attorneys' fees and other costs incurred by reason thereof. The provisions of this subsection (h) have a material adverse effect on shall not limit the ability right of Lessor to observe contest in good faith claims of liens asserted in connection with the Project so long as Lessor is able to satisfy the requirements of Article VIII as of the date of Closing. (i) All certificates, schedules and other documents containing factual information to be delivered by Lessor, or perform its obligations by Lessor's officers and other agents pursuant to or in connection with this Agreement, are and shall be true and correct and do not and shall not contain any untrue statement of a material fact or omit to state any material fact the disclosure of which is necessary to make the statements contained therein and herein, in light of the circumstances under which they are made, not misleading. (j) As of the Operative Documents date of this Agreement, there is no, and at the Closing Date there will be no, labor dispute with any construction, maintenance or other personnel or employees of Lessor that could adversely affect the use operation or value of the Property. Lessor hereby agrees to which it is defend, protect, indemnify and hold Lessee harmless from any and all loss, damage, liability or expense, including attorneys' fees and costs, Lessee may suffer as a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor result of any breach of or any of its assets; (vii) on inaccuracy in the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free foregoing representations and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United Stateswarranties.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on as follows as of the date hereof, and on hereof (unless otherwise stated): (a) The facts described in the Delivery Date will be, recitals to this Lease are true and accurate:correct. (ib) Lessor is a national banking association duly organized, formed and validly existing and corporation in good standing under the federal banking laws of the United States State of America and Illinois; Lessor has full power and authority been duly authorized to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party execute this Lease and to consummate the transactions transaction contemplated hereby; the persons executing this Lease and all of the documents required to consummate the transaction contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required authorized to authorize Lessor to sign and deliver, execute such documents and to perform the transactions contemplated by, the Lessee’s Documents to which bind Lessor. (c) Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature fee simple owner of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor;demised premises. (iiid) Lessor has duly authorizedis not a "foreign person" within the meaning of Section 1445(F)(3) of the Internal Revenue Code of 1986, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor as amended (the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally"Code"); (ive) neither At the execution of this Lease there will be no outstanding contracts made by Lessor (or any of Lessor's agents or affiliates) for any work in connection with the demised premises for which full payment will not have been made, except for the contracts and delivery agreements listed on Exhibit F attached hereto and made a part hereof (collectively, the "Outstanding Contracts"). (f) Except for the Outstanding Contracts, there are no contracts or agreements with third parties for services or supplies which cannot be cancelled by notice and without penalty upon thirty (30) days notice. (g) Lessor will not change the zoning of the Operative Documents to demised premises while this Agreement is in effect without the written consent of Lessee, which Lessor is a party nor consent shall not be unreasonably withheld or unduly delayed. (h) There are no recorded or unrecorded leases, tenancies, licensees or occupants affecting the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: demised premises. (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets There is boundno pending or, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code best of Lessee's knowledge, threatened litigation respecting the demised premises. (j) Provided the Approval Contingencies are satisfied, the execution, delivery and performance of this Lease by Lessor does not violate any law, statute, rule or regulation of any laws relating to aviation or the nature governmental authority, and upon satisfaction of the equipment owned by Approval Contingencies, Lessor other than such laws relating to will have obtained all permits, approvals and licenses necessary from governmental authorities for the citizenship requirements execution, delivery and performance of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document);this Lease. (vk) no event Lessor has occurred that constitutes a contravention oftaken all necessary corporate actions and obtained all necessary consents to authorize its execution, or default under, any agreement by which Lessor or any delivery and performance of its assets is bound or affectedthis Lease and the transaction contemplated hereby, and that would have a material adverse effect on this Lease is enforceable against Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party;. (vil) There is no litigation, arbitration or administrative proceeding that legal action pending which would (by itself or together with any other such proceedings or claims) have a material adverse effect on materially affect the ability of Lessor to observe carry out the transaction contemplated by this Lease. Each of the representations and warranties contained in Article 32 of this Lease shall survive the expiration or perform its obligations under termination of this Lease for a period of six (6) months (except for Lessor's representation and warranty contained in Section 32(j), which shall survive indefinitely). Lessor agrees to indemnify and hold Lessee free and harmless from and against all losses, damages, costs and expenses (including attorneys' fees and expenses) sustained by Lessee as a result of any inaccuracy or breach of any representation or warranty of Lessor contained in this Article 32. Notwithstanding anything contained herein or elsewhere in this Lease to the Operative Documents to which it is a party is (to Lessor’s knowledge) presently contrary, in progress or pending or threatened against Lessor or the event any of its assets; (vii) on the Delivery DateLessor's representations or warranties made in this Article 32 are untrue, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Dateinaccurate or incorrect in any material respect, the Aircraft aggregate liability of Lessor arising pursuant to or in connection with a material breach of any such representations and warranties shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United Statesnot exceed $283,380.00.

Lessor’s Representations and Warranties. Lessor represents and warrants to Lessee that: (a) Lessor acknowledges that Lessee is a corporation duly incorporated and validly existing under the laws of the State of Idaho; (b) Lessor has entered into the full right, power and authority to execute, deliver and perform this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clauseherein; such execution, delivery and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: (i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws performance shall not violate any provision of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permitarticles or bylaws or any other contract, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents commitment or agreement to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned and such execution, delivery and performance has been duly authorized by Lessor other than such laws relating to the citizenship requirements of Lessorall necessary corporate action; (iiic) Lessor has duly authorized, executed and delivered this Agreementowns the entire undivided interest in, and this Agreement constitutes, and when executed and delivered by Lessor has the other Operative Documents to which Lessor is a party will constituteexclusive possession of, the legalProperty, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except subject only to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery paramount title of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of LessorUnited States; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be Property is free and clear of all Lessor’s Liensliens and encumbrances and of all claims and demands whatsoever. Lessor agrees not to encumber title to the Property while this Agreement is in effect; (d) With respect to the unpatented mining claims comprising the Property and subject to the paramount title of the United States: (i) the claims were properly laid out and monumented; (ii) all required location work was properly performed; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies; (iv) all assessment work has been performed, or fee payments in lieu thereof made, as required to hold the unpatented mining claims through the current assessment year ending August 31, 2013; (v) all affidavits of assessment work and other than Liens arising filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies; and (vi) there are no conflicting claims; (e) There is no judgment outstanding and no litigation, action, proceeding or governmental investigation is pending or threatened, against Lessor or Property, that would have an adverse effect on the title or interest thereof, nor has any communication been received asserting or threatening any adverse claim to any part of the Property; (f) Except as permissible under applicable federal, state and local laws, rules, regulations, and ordinances (collectively “Laws”), there has never been: (i) any material release, spill, discharge, leak, emission, escape or dumping of any kind of any toxic or hazardous wastes or substances from, on, in or under the Security DocumentsProperty or into any environment surrounding the Property; (ii) any material disposal of toxic or hazardous waste or substances on the Property or related to the Property; and (iii) any material storage or treatment of toxic or hazardous waste or substances on, at, or related to the Property; (g) There is and has been no violation of any applicable Laws including, without limitation, mining and environmental Laws with respect to or concerning the conduct of operations upon the Property; (h) There are no existing mineral production royalties or other payments of any kind that are payable with respect to the Property or any ores, minerals and mineral resources or anything else of value that may be mined and produced from the Property; and (ixi) Lessor is a Citizen of Any and all taxes and assessments that have been levied or assessed against, upon or in connection with the United StatesProperty that are due and owing have been paid.

Lessor’s Representations and Warranties. (a) Lessor acknowledges that To induce Lessee has entered to enter into this Lease Agreement, Lessor makes the following representations and warranties each of which shall survive the execution and delivery of this Lease Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurateDate: (i) the execution and delivery by Lessor of this Agreement have been duly authorized by all necessary corporate action on the part of Lessor, do not require any approval of stockholders of Lessor (or if such approval is required, such approval has been obtained), and the execution and delivery hereof, and/or the consummation by Lessor of the transactions contemplated hereby, and/or compliance by Lessor with any of the terms and provisions hereof, do not contravene any provisions of the Certificate of Incorporation or By-laws of Lessor, or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any assets or property of Lessor under, any (A) indenture, mortgage, lease, chattel mortgage, deed of trust, conditional sales contract, bank loan, credit agreement or other material agreement or instrument to which Lessor is a national banking association duly organizedparty or by which Lessor or its properties may be bound or materially affected, validly existing which breach or default would have a material adverse effect on its ability to perform the transactions contemplated by this Agreement, or (B) any Applicable Law binding on Lessor, which breach or default would have a material adverse effect on its ability to perform the transactions contemplated by this Agreement; (ii) the execution and in good standing delivery by Lessor of this Agreement and the performance by Lessor of its obligations under this Agreement do not require the federal banking laws consent or approval of, or registration with, or the giving of prior notice to, any Person including any federal, state or foreign Governmental Authority or entity having appropriate jurisdiction, except (A) any such consent, approval, notice registration, notice or action that has been obtained or as would not affect the validity, enforceability or binding nature of this Agreement, and (B) routine reporting requirements of the United States Securities and Exchange Commission, the FAA, the DOT or other Governmental Authorities after the Effective Date; (iii) this Agreement has been duly executed and delivered by Lessor and, assuming due authorization, execution and delivery by Lessee, constitutes the legal, valid and binding obligation of America and has full power and authority to conduct Lessor, fully enforceable against Lessor in accordance with its business as presently conductedterms; (iv) Lessor is not in default, and has full power and authority to the extent provided herein no condition exists that with notice or in the lapse of time or both would constitute a default, under any material mortgage, deed of trust, indenture, or other Operative Documents instrument or agreement to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its properties or assets is may be bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s its ability to observe or perform its obligations under this Agreement; (v) there are no pending or, to the Operative Documents to which knowledge of Lessor, threatened investigations, suits or proceedings against it is a partyor affecting it or its properties or operations, that, if determined adversely, would materially adversely affect the consummation by Lessor of the transactions described in, or the performance of its obligations under, this Agreement; (vi) no litigationLessor is not in violation of, arbitration or administrative proceeding in default under, any Applicable Law, of any Governmental Authority or any permit or certificate issued or granted by any Governmental Authority, that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the its ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assetsthis Agreement; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen certificated under 14 C.F.R. Part 121 to perform Maintenance Services; and(viii)Lessor has the right to transfer possession and use of the United StatesServiced Engines to Lessee.

Lessor’s Representations and Warranties. The Lessor hereby makes the following representation and warranties to the Lessee recognizing and acknowledging that the Lessee has in reliance of these representations and warranties entered into under this Deed. (a) Lessor acknowledges that Lessee has entered into this Agreement The Schedule Property and the other Lessee’s Documents to building in which it is situate has been constructed in accordance with the applicable laws, regulations and bye-laws and in accordance with the plan sanctioned by competent Municipal Authorities and that no notice, show cause or otherwise, has been issued to it till date by any Municipal or other Authorities alleging violation of the applicable building bye-laws; (b) All permissions necessary for the occupation and use of the Schedule Property have been obtained and that the same can be legally used and occupied as on date by the Lessee for carrying on its business. If any approval specific to the Lessee’s business is required the Lessor shall cooperate with the Less in procuring such approval; (c) Permanent electricity, water and sewerage connections have been provided to the Schedule Property. The power currently available and allotted to the Scheduled Property is adequate for conducting the operations of the Lessee as on date. (d) Subject to what is stated in this Deed, there is no restriction, obligation or liability which prevents the Lessor from (i) executing this Deed (ii) providing the Scheduled Property on lease to the Lessee (iii) putting the Less in possession of the Scheduled Property and which prevents the Lessee from Occupying, using and enjoying the same as a party Lessee in full reliance terms of this Deed. (e) Upto date property taxes, electricity and water charges and all other outgoings in respect of the Schedule Property have been properly remitted and there are no dues as on representations date. (f) The Schedule Property has not been mortgaged to any other person and warranties no other person has any right, title or interest of whatsoever nature in the Schedule Property. There are no other encumbrances, charges, mortgages or other interest of whatsoever native in respect of the Schedule Property. (g) There is no existing, threatened or pending litigation in respect of the Schedule Property or which in any manner whatsoever affects this lease or the occupation, use and enjoyment of the Schedule Property by the Lessee in tern of this Deed of Lease. (h) The Lessor on has not entered into any agreement or created any interest over the Schedule Property that in any manner whatsoever affects the terms set forth of this Deed or the rights of the Lessee hereunder and (ii) any agreement whatsoever in respect of the Schedule Property. In particular no person has any right, title or interest that in any manner whatsoever affects the lease of the to the Lessee or the occupation, use and enjoyment thereof by the Lessee in terms of this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate:Deed. (i) Lessor There is a national banking association duly organized, validly existing Xxxxxx Office Space Owners Association (RTOSOA) responsible for the general administration and in good standing under the federal banking laws upkeep of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or common areas in the other Operative Documents to premises of which it the Schedule Property is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it part. The Lessor represents that he is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature member of the equipment owned by Lessor other than such laws relating said RTOSOA and shall continue to be so as long he is the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery owner of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United StatesSchedule Property.

Lessor’s Representations and Warranties. Lessor represents and warrants to Lessee on the date of the Aircraft Lease Agreement and again on the Delivery Date that: (1) Lessor (a) Lessor acknowledges that Lessee is a Person duly organized under the Laws of its organization and (b) has entered the corporate power and authority to own its assets wherever located or used and to carry on its business as it is now being conducted and to enter into this Agreement and the other Lessee’s Documents perform its obligations under each Operative Document to which it is a party in full reliance on representations party; the execution and warranties delivery by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: (i) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform the performance of its obligations hereunder thereunder, have been (as and under when delivered by Lessor) duly authorized by all necessary corporate action on its part. Such Operative LATAM Shared Terms 4 Documents each have been duly executed and delivered by it and each constitutes legal, valid and binding obligations of Lessor, enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general application affecting the other enforcement of creditors rights and general principles of equity. (2) Lessor holds all authorizations necessary to permit its execution and delivery of each Operative Documents Document to which it is a party and to consummate the transactions contemplated hereby and thereby;performance of its obligations thereunder. (ii3) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither Neither the execution and delivery of the any Operative Documents to which Lessor is a party Document by Xxxxxx, nor the performance by Lessor of its obligations thereunder, contravenes any of the transactions contemplated therein provisions of its constitutional documents or any Law applicable to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets or conflicts with or results in a default under any document which is bound, binding on Lessor or any agreement of its assets. (4) Lessor is subject to civil and commercial Law with respect to its obligations under each Operative Document to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige neither it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or nor any of its assets is bound or affected, entitled to any right of immunity and that would have a material adverse effect on Lessor’s ability to observe or perform the entry into and performance of each such Operative Document constitute its private and commercial acts. (5) The obligations of Lessor under the Operative Documents to which it is a party;party rank at least pari passu with all other present and future unsecured and unsubordinated obligations (including contingent obligations) of Lessor, with the exception of such obligations as are mandatorily preferred by Xxx and not by virtue of any contract. (vi6) There are no litigationpending or, to Xxxxxx’s knowledge, threatened actions or proceedings before any court, arbitration or administrative proceeding that would (agency in respect of any Operative Document or the Aircraft or the performance by itself or together with any other such proceedings or claims) have a material adverse effect on the ability Lessor of Lessor to observe or perform its obligations under the any Operative Documents Document to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets;party. (vii7) on On the Delivery Date, Lessor shall Guarantor will have received whatever title to a tangible net worth of not less than the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s Liens, other than Liens arising under the Security Documents; and (ix) Lessor is a Citizen of the United StatesGuarantor Net Worth.

Lessor’s Representations and Warranties. Xxxxxxx and Xxxxxxx (in the case of Woodman, for purposes of Section 4.2 (a) Lessor acknowledges that Lessee has entered into this Agreement and (e) below only) make the other Lessee’s Documents to which it is a party in full reliance on following representations and warranties by Lessor on as of the terms set forth in this clause; and Lessor now represents and warrants to Lessee that the following statements are on the date hereof, and on the Delivery Date will be, true and accurateClosing Date: (ia) Lessor is a national banking association duly organized, validly existing and in good standing under the federal banking laws of the United States of America and has full power and authority to conduct its business as presently conducted, and has full power and authority to the extent provided herein or in the other Operative Documents to which it is a party, to enter into and perform its obligations hereunder and under the other Operative Documents to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature those of the equipment Leased Premises owned by Lessor other than such laws relating Xxxxxxx and Xxxxxxx in fee simple, Xxxxxxx and Woodman are in exclusive possession of (subject to the citizenship requirements of Lessor; (iiirights granted to Desert Hawk in the Amended Agreement) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with own such Leased Premises in their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets is bound, any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be interests free and clear of all Lessorknown defects, liens and encumbrances except those specifically identified as Potential Encumbrances in Exhibit D; (b) Xxxxxxx has delivered to Desert Hawk all requested information concerning title to the Leased Premises in Clifton’s Lienspossession or control, including true and correct copies of all contracts relating to the Leased Premises of which Xxxxxxx has knowledge; (c) with respect to unpatented mining claims located by Xxxxxxx that are included within the Leased Premises, except as provided in Exhibit D and subject to the paramount title of the United States: to the best of Clifton’s knowledge and belief (i) the unpatented mining claims were properly laid out and monumented; (ii) all required location work was properly performed; (iii) location notices were properly recorded and filed with appropriate governmental agencies; (iv) all assessment work required to hold the unpatented mining claims has been performed in a manner consistent with that required through the assessment year ending September 1, 2019; (v) all affidavits of assessment work and other than Liens filings required to maintain the claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies; (vi) subject to the Potential Encumbrances described in Exhibit D, the claims are free and clear of defects, liens and encumbrances arising by, through or under Xxxxxxx; and (vii) Xxxxxxx has no knowledge of conflicting third-party claims. Nothing in this Section 4.2(c), however, shall be deemed to be a representation or a warranty that any of the Security Documentsunpatented mining claims contains a discovery of minerals. With respect to those unpatented mining claims that were not located by Xxxxxxx or an Affiliate of Xxxxxxx, but are included within the Leased Premises, Xxxxxxx likewise makes the foregoing representations and warranties (with the foregoing exceptions) to the best of its knowledge and belief; (d) with respect to the Leased Premises, there are to the best of Lessors’ knowledge and belief no pending or threatened actions, suits, claims or proceedings; and (ixe) Lessor is with respect to the Xxxxxx Agreement and the IMM Agreement, Lessors have not previously mined any minerals from the IMM Royalty Property or from the Xxxxxx Royalty Property and Lessors therefore owe no royalty payments under either agreement, Lessors have not knowingly caused any default in any material respect under either agreement as a Citizen result of Lessors’ actions, and Lessors have not received any notice of an asserted default thereunder. For purposes of this Section 4.2, “knowledge” means the actual knowledge of Xxxxx Xxxxxxx, without any duty of inquiry. Representations and warranties contained in this Section are provided for the exclusive benefit of Desert Hawk and a breach of any one or more thereof may be waived by Desert Hawk in whole or in part at any time without prejudice to its rights in respect of any breach of the United Statessame or any other representation or warranty, and the representations and warranties contained in this section shall survive the termination of this Agreement.

Lessor’s Representations and Warranties. (a) The Lessor acknowledges that Lessee has entered into this Agreement and the other Lessee’s Documents to which it is a party in full reliance on representations and warranties by Lessor on the terms set forth in this clause; and Lessor now represents and warrants to Lessee that that: (A) the following statements are on the date hereof, and on the Delivery Date will be, true and accurate: Lessor (i) Lessor is a national banking association corporation duly organized, validly existing and in good standing under the federal banking laws of the United States State of America and Delaware and, (ii) has full the corporate power and authority to conduct carry on its business as presently conductedconducted and to perform its obligations under this Lease; (B) the execution, delivery and performance of this Lease have been duly authorized by all necessary corporate action on the part of the Lessor, do not require any shareholder approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Lessor and do not and will not contravene the certificate of incorporation or bylaws of the Lessor or contravene the provisions of, or constitute a default under, or result in the creation of any Lien (other than as permitted under this Lease) upon the property of the Lessor under any indenture, mortgage, deed of trust, conditional sales agreement, bank loan, or credit agreement, contract or other agreement to which it may be a party or by which its property may be bound; (C) this Lease has been duly authorized, executed and delivered by the Lessor and constitutes, and has full power the Lease Supplements when entered into and authority delivered will constitute, valid, enforceable and binding obligations of the Lessor in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application affecting the enforcement of creditors' rights; (D) for the purposes of the Federal Aviation Act, the Lessor is a "citizen of the United States" as defined in Section 40102(a)(15) of the Federal Aviation Act and the regulations pursuant to such Section, and Lessor covenants and agrees with Lessee that throughout the Term Lessor shall continue to be a "citizen of the United States" as defined in Section 40102(a)(15) of the Federal Aviation Act; (E) the performance by Lessor of its obligations under this Lease, the Lease Supplement and each document relating to the extent provided herein or in the other Operative Documents Aircraft to which it is a party, will not subject the Aircraft to enter into and perform its obligations hereunder and any Lien under the any indenture, mortgage, contract or other Operative Documents instrument to which it is a party and to consummate the transactions contemplated hereby and thereby; (ii) Lessor’s organizational documents incorporate provisions that permit, and all necessary action has been taken to authorize, and all necessary authorizations of any Government Entity have been duly and unconditionally obtained and are now in full force and effect that are required to authorize Lessor to sign and deliver, and to perform the transactions contemplated by, the Lessee’s Documents to which Lessor is a party; provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (iii) Lessor has duly authorized, executed and delivered this Agreement, and this Agreement constitutes, and when executed and delivered by Lessor the other Operative Documents to which Lessor is a party will constitute, the legal, valid and binding obligations of Lessor enforceable against it accordance with their respective terms (except to the extent such enforceability may be limited by insolvency, moratorium, bankruptcy, reorganization or other laws affecting the rights of creditors generally); (iv) neither the execution and delivery of the Operative Documents to which Lessor is a party nor the performance by Lessor of any of the transactions contemplated therein to be performed by Lessor will: (i) contravene or constitute a violation or breach of or a default under any existing law or agreement by which it or any of its assets properties is bound; (F) Lessor shall, at its own cost and expense, promptly take such action as may be necessary to discharge all Lessor Liens on any agreement to which it is a party or its organizational documents, provided that no representation or warranty is made with respect to the Transportation Code or any laws relating to aviation or the nature part of the equipment owned by Lessor other than such laws relating to the citizenship requirements of Lessor; (ii) cause any limitation on it, or the power of its directors and officers, whether imposed by or contained in its organizational documents or any existing law, agreement or otherwise, to be exceeded; or (iii) result in the creation or imposition of, or oblige it to create, any Lessor’s Lien (other than pursuant to an Operative Document or a Security Document); (v) no event has occurred that constitutes a contravention of, or default under, any agreement by which Lessor or any of its assets is bound or affected, and that would have a material adverse effect on Lessor’s ability to observe or perform its obligations under the Operative Documents to which it is a party; (vi) no litigation, arbitration or administrative proceeding that would (by itself or together with any other such proceedings or claims) have a material adverse effect on the ability of Lessor to observe or perform its obligations under the Operative Documents to which it is a party is (to Lessor’s knowledge) presently in progress or pending or threatened against Lessor or any of its assets; (vii) on the Delivery Date, Lessor shall have received whatever title to the Aircraft was conveyed to it by Manufacturer under the Purchase Agreement; (viii) on the Delivery Date, the Aircraft shall be free and clear of all Lessor’s LiensAircraft, other than Liens to finance the purchase of the Aircraft which are subordinate to the Lease; (G) the Lessor has a tangible net worth of not less than Fifty Million Dollars ($50,000,000); and (H) no part of the funds to be used by the Lessor to purchase the Aircraft constitutes assets of any Employee Benefit Plan as defined in Section 3(3) of Employee Retirement Income Security Act of 1974, as amend ("ERISA"),or Section 4975 of the Code (other than a governmental plan within the meaning of Section 414(d) of the Code) as such term "plan assets" is interpreted by the Internal Revenue Service and United States Department of Labor in Regulations, Rulings, Releases or Bulletins and by decisions of courts in cases arising under ERISA or the Security Documents; and (ix) Lessor is a Citizen of the United States.Code. ARTICLE 6