Common use of Representations and Warranties of Lessee Clause in Contracts

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date hereof, each Lessee represents and warrants to the Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property;. 37.1.5. All consents(d) No consent, authorizationsapproval or other authorization of, and approvals requisite for its executionor registration, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.138.1.1. Lessee represents and warrants to Lessor that: 37.1.138.1.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.238.1.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.338.1.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.438.1.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.538.1.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.638.1.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It : (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionincorporation; (b) the execution, incorporation or establishment; 37.1.2. It has delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the power and part of Lessee, (2) do not require the authority to enter into and perform its obligations under this Agreement and to pay approval of any rentsstockholder, feespartner, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, its charter any indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its property is bound; (c) this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of its Property; 37.1.5. All consents, authorizationsLessee enforceable against Lessee in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in equitythe aggregate, would adversely affect the financial condition of Lessee, or before any governmental instrumentality or in any arbitration, which would materially impair its the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Agreementany obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or fictitious name; and (j) the Equipment is being leased hereunder solely for business purposes and that no such proceeding pending against it which purports item of Equipment will be used for personal, family or is likely to affect the legality, validity or enforceability of this Agreementhousehold purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party, (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation,' (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date hereof, each Lessee represents and warrants to the Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property;. 37.1.5. All consents(d) No consent, authorizationsapproval or other authorization of, and approvals requisite for its executionor registration, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor thatas follows, as of the execution date of this Lease: 37.1.1. It (a) Lessee is duly organized and organized, validly existing and in good standing under the laws of the state of its jurisdictionorganization, incorporation or establishment; 37.1.2. It has the with full power and the authority to enter into conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use and to perform all of its obligations under this Agreement Lease. [***] Confidential portions of this document have been redacted and to pay any rents, fees, or other payments required under this Agreement;filed separately with the Commission. 37.1.3. (b) This Agreement has been duly authorized, executed, and delivered by it and, assuming Lease constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, valid and binding obligation of it Lessee, enforceable against it Lessee in accordance with its terms. Lessee has the covenantsabsolute and unrestricted right, conditionspower, obligationsauthority and capacity to execute and deliver this Lease and to perform its obligations hereunder. (c) The execution, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity delivery or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and the Project Agreements by Lessee will not constitute directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a default underviolation of any provision of the Organizational Documents of Lessee, or any resolution adopted by the stockholders, members, board of directors, or the general partner (as the case may be) of Lessee currently in effect; (ii) contravene, conflict with or result in a breach or violation of, or give any Governmental Authority or other Person the creation right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Lessee, or any of the assets owned or used by Lessee, may be subject; (iii) contravene, conflict with or result in a violation of any lien of the terms or encumbrance on requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit that is held by Lessee or Lessor for the mining operation, or that otherwise relates to the business of, or any of the assets owned or used by, Lessee; or (iv) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Contract which it has entered into and is currently enforceable against it. (d) To the best of Lessee's knowledge, there is no pending Proceeding that has been commenced that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the performance by Lessee of any of its Property underobligations hereunder. (e) To the best of Lessee's knowledge, its charter or by-laws the Permits listed on Exhibit "H" are all of the Permits which are necessary in order to allow Lessee to construct and operate the LNG Facility. (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body f) Neither Lessee nor Parent is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementa Prohibited Person.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents represents, warrants and warrants covenants to Lessor and will provide to Lessor at Lessor’s request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial statements, Secretary or Clerk Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to the effect that, as of the time Lessee enters into this Agreement and each Schedule that: 37.1.1. It (a) Lessee is an entity duly organized and validly existing under and by virtue of the laws authorizing statute or constitutional provisions of its jurisdictionstate and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, incorporation as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or establishment; 37.1.2. It has the any Schedule, with full power and the authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a regularly convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their terms; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or instrumentality with respect to pay the entering into or performance by Xxxxxx of the Agreement or any rentsSchedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and other state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, feesorder, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the creation of any lien, charge, security interest or other payments required under encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; 37.1.3. This Agreement has been duly authorized(g) There are no actions, executedsuits, and delivered by it andproceedings, assuming the due authorizationinquiries or investigations, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, before or before by any governmental instrumentality court, public board or in body, pending or threatened against or affecting Lessee, nor to the best of Xxxxxx's knowledge and belief is there any arbitrationbasis therefor, which would materially impair its if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under the Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of the Products, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessee's governmental or proprietary functions consistent within the permissible scope of Xxxxxx's authority; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under this AgreementAgreement and any Schedule during the current Fiscal Period, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementfunds have not been expended for other purposes.

Representations and Warranties of Lessee. ‌ 37.1. As of the date hereof, Lessee represents and warrants to Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditions, obligations, and agreements contained herein, subject to applicable except as such enforceability may be limited by bankruptcy, insolvencyinsolvency and creditors rights, laws and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless equity. (c) Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of whether enforcement any material taxes levied or assessed against Lessee or any of its material assets, and is sought not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessee which would, in a proceeding in equity the aggregate, materially and adversely affect Lessee’s condition, financial or at law;otherwise, or Lessee’s prospects or the Leased Property. 37.1.4. Its (d) Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation ofAmendment, or for the creation of any lien performance by or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) Subject to Lessee’s receipt of the Required Governmental Approvals, the execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any Governmental Authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee. (f) As of the date hereof, all Required Governmental Approvals with respect to the Xxxxxxx Estates Property have been obtained by Lessee. (g) Lessee is in compliance with the requirements of the Orders. Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Representations and Warranties of Lessee. ‌ 37.1. The Lessee represents and warrants to the Lessor thatthat the following are true and correct on the date the Lessee executes any Lease: 37.1.1. It (i) The Lessee is duly organized formed and validly existing under the laws of the State of its jurisdictionorganization, incorporation or establishment; 37.1.2. It and has the full power and authority and legal right to carry on its business as is now conducted, and is duly qualified to do business in the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, jurisdictions where the Equipment is or other payments required under this Agreement;will be operated. 37.1.3. This Agreement (ii) The Lease has been duly authorized, executed, executed and delivered by it the Lessee, and, assuming constitutes the due authorizationvalid, legal and binding agreement of the Lessee, enforceable against the Lessee in accordance with its terms. (iii) The execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee of the Lease and the Lessee's compliance with all of the provisions of the Lease are within the powers of the Lessee, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceabilitywill not, to general principles the best of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute Lessee's knowledge, conflict with or result in a default underbreach of any presently existing material law or governmental rule, a breach regulation order, writ, injunction or violation decree. (iv) No authorization or approval from, consent of, or the creation of any lien filing, registration or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing qualification with, any state, federal or local governmental authority or regulatory public body or authority, except as has been obtained or made, is required necessary for the execution or delivery by the Lessee of the Lease, or the validity of the Lease or the operation and leasing of the Equipment by the Lessee. (v) The Lessee, has not directly or indirectly offered, sold, encumbered or transferred any interest in the Equipment or solicited offers to buy, encumber or transfer any such executioninterest from, delivery anyone other than the Lessor. Each Vendor of the Equipment is not affiliated with the Lessee and, to the best of Lessee's knowledge, Lessor has received the benefit of any and all discounts or performance; andrebates thereto, and Lessee has not received directly any such rebates, discounts, kickbacks or reimbursements. 37.1.6. (vi) Lessor's interest in each item and Equipment will be free of all claims, liens and encumbrances arising by, through or under the Lessee other than pursuant to the terms of this Lease. (vii) The Lessee is not in violation of any order of any court, arbitrator or governmental body material laws, ordinances or governmental rules or regulations (domestic or foreign) to which it is subject, or with respect to any material loan agreement, debt instrument or contract with a supplier or customer of Lessee and has not failed to obtain or apply for any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property (including the Equipment) or to the conduct of its business. (viii) There is are no proceeding suits or proceedings pending or or, to the knowledge of the Lessee, threatened against it at law or in equity, any court or before any regulatory commission, board or other governmental instrumentality administrative agency against or in any arbitration, affecting the Lessee which if determined adversely to Lessee would materially impair adversely affect Lessee's business as presently conducted or its ability to perform its obligations under this Agreementhereunder. (ix) Neither the Lease, nor any written statement furnished to the Lessor by the Lessee hereby, contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein not misleading. (x) All applications, financial statements and Lessee Reports, and all information hereafter furnished by Lessee and Guarantor to Lessor will be, true and correct in all material respects as of the date submitted; (xi) As of the date hereof, the date of any Equipment Schedule and of any Acceptance Date, there has been no material adverse change in any matter stated in such Lessee Reports, which have been submitted, by Lessee and/or any Guarantor to Lessor. (xii) Neither Lessee nor any Guarantor has omitted to state any material fact which would make any of the foregoing false or misleading in light of the circumstances under which made. (xiii) The Lessee's principal place of business, chief executive office, and state of incorporation (as such terms are used in the UCC) are indicated in the heading hereof. (xiv) Since the date of the Proposal Letter issued by Lessor in connection with this transaction, and as of the date of Lessee's latest Lessee Reports, which have been previously submitted by Lessee to Lessor, there has not been any material adverse change in the contemplated business, operations, properties or financial condition of the Lessee. (xv) The Lessee will use the Equipment in accordance with its original request for quote or proposal, or any other written or oral representations made concerning the usage of the Equipment. The Equipment will be used "predominately" in the United States as such term is no used in the Internal Revenue Code. (xvi) The Equipment shall at all times remain the property of Lessee. Lessee will at all times protect and defend at its own cost and expense, the security interest of Lessor against all claims, liens and legal processes of creditors of Lessee and other persons claiming by, through or under Lessee, and keep the Equipment free and clear from all such proceeding pending against it which purports claims, liens and processes. The Equipment is and shall remain personal property, and not part of any real estate or is likely to affect the legalityLessee shall have obtained from all applicable real property interest holders appropriate consents, validity or enforceability of this Agreementwaivers, and releases as reasonably requested by Lessor.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It : (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionincorporation; (b) the execution, incorporation or establishment; 37.1.2. It has delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the power and part of Lessee, (2) do not require the authority to enter into and perform its obligations under this Agreement and to pay approval of any rentsstockholder, feespartner, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, its charter any indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its property is bound; (c) this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of its Property; 37.1.5. All consents, authorizationsLessee enforceable against Lessee in accordance with the terms thereof; (d) there are no pending actions or proceedings to which Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in equitythe aggregate, would adversely affect the financial condition of Lessee, or before any governmental instrumentality or in any arbitration, which would materially impair its the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Agreementany obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied (“GAAP”), and fairly present Lessee’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or fictitious name; and (j) the Equipment is being leased hereunder solely for business purposes and that no such proceeding pending against it which purports item of Equipment will be used for personal, family or is likely to affect the legality, validity or enforceability of this Agreementhousehold purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date, Lessee represents and warrants to Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and 4 has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditions, obligations, and agreements contained herein, subject to applicable except as such enforceability may be limited by bankruptcy, insolvencyinsolvency and creditors rights, laws and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless equity. (c) Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of whether enforcement any material taxes levied or assessed against Lessee or any of its material assets, and is sought not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessee which would, in a proceeding in equity the aggregate, materially and adversely affect Lessee’s condition, financial or at law;otherwise, or Lessee’s prospects or the Leased Property. 37.1.4. Its (d) Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation ofAmendment, or for the creation of any lien performance by or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) Subject to Lessee’s receipt of the Required Governmental Approvals, the execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any Governmental Authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee. (f) All Required Governmental Approvals with respect to the Delayed Commencement Facilities have been obtained by Lessee. (g) Lessee is in compliance with the requirements of the Orders. Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's articles of incorporation, subject to applicable bankruptcycharter or by-laws; or (ii) result in any breach of, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with GAAP, and since the date of the most recent such financial statement, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect duly incorporated and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the state of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌LESSEE makes each of the following representations and warranties to PDI on the date hereof and on the date of execution of each Schedule, amendment, renewal or addition hereto. 37.1. Lessee represents (a) LESSEE is a privately owned corporation and warrants to Lessor that: 37.1.1. It is duly organized has adequate power, authority and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). LESSEE is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. (b) This Agreement has been duly authorized, executed, executed and delivered by it andthe LESSEE through its officers, assuming the due authorizationagents or employees, execution duly authorized, and delivery hereof by the other parties hereto, constitutes a legal, valid, legal and binding obligation of it agreement, enforceable against it in accordance with its terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by LESSEE of the Agreement except such as has already been obtained. (d) The entry into and performance by LESSEE of the Agreement will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to LESSEE or any provision of LESSEE's organizational documents; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable than this Agreement) to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body which LESSEE is required for such execution, delivery or performance; a party and 37.1.6. (iii) upon PDI's request, LESSEE will provide an opinion letter from its Counsel certifying to the foregoing. (e) There is are no proceeding suits or proceedings pending or threatened against it at law or in equity, any court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting LESSEE, which would materially impair its if decided against LESSEE will have a material adverse effect on the ability of LESSEE to perform fulfill its obligations under this Agreement. LESSEE will provide an opinion letter from its Counsel certifying to the foregoing. (f) The Equipment is and will remain tangible property of PDI. (g) Each financial statement of LESSEE's financial condition delivered to PDI will be prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement provided, there has been not been any materially adverse change. (h) The LESSEE's exact legal name is as set forth in the first sentence of this Agreement and there LESSEE is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State, Province, Territory or is likely to affect other legal political subdivision of its incorporation or organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes only. (j) The LESSEE is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls LESSEE is or shall be listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee Stella and Mxxx each hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) it has the full corporate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, and in the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) the Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenants, conditions, obligations, and agreements contained herein, subject to extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy, insolvency, reorganization and moratorium laws or similar laws affecting creditor’s creditors' rights generallyor remedies and equitable defenses or principles, and subject, as to enforceability, to general principles of equity regardless of whether enforcement a proceeding is sought in a proceeding in equity or at in law;. 37.1.4. Its execution (c) no approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by it of the Documents except such as have already been obtained. (d) entry into and delivery of this Agreement and its performance of its obligations hereunder do not and the Documents will not not: (i) violate any judgment, decree, order, law or regulation applicable to any Lessee or any provision of any Lessee's articles of incorporation, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other agreement or instrument (other than this Agreement) to which any Lessee is a party. (e) there are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting it, which would materially impair its is reasonably likely to have a material adverse effect on the ability of any Lessee to perform fulfill its obligations under this Agreement. (f) the Equipment accepted by it under any Certificate of Acceptance is and will remain tangible personal property which shall not by annexation or otherwise become part of any real property. (g) each of the Financial Statements delivered to Lessor has been prepared in accordance with GAAP consistently applied except as expressly provided otherwise herein, and since the date of the most recent Financial Statement, there has been no material adverse change. (h) each Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the state of its incorporation (specified in the first sentence of this Agreement). (I) the Equipment it leases will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor thatas follows: 37.1.11. It Lessee has been duly organized, is duly organized validly existing, and validly existing is in good standing under the laws of its jurisdictionstate of incorporation and is qualified to transact business in Arizona. All necessary action on the part of Lessee has been taken to authorize the execution, incorporation or establishmentdelivery and performance of this Sublease and of the other documents, instruments and agreements, if any, provided for herein. The persons who have executed this Sublease on behalf of Lessee are duly authorized to do so; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.32. This Agreement has been duly authorized, executed, and delivered by it and, assuming Sublease constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, valid and binding obligation of it Lessee, enforceable against it Lessee in accordance with the covenantsits terms, conditionssubject, obligationshowever, and agreements contained herein, subject to applicable bankruptcy, insolvency, and reorganization, arrangement, moratorium or other similar laws relating to or affecting creditor’s the rights of creditors generally, and subject, as to enforceability, to general principles of equity regardless of equity, whether enforcement enforceability is sought considered in a proceeding in equity or at law, and to the qualification that certain waivers, procedures, remedies and other provisions of this Sublease may be unenforceable under or limited by applicable law, however, none of the foregoing shall prevent the practical realization to Lessor of the benefits intended by this Sublease; 37.1.43. Its execution and delivery of this Agreement and To the its performance actual knowledge, there are no suits, actions, proceedings or investigations pending, or to the best of its obligations hereunder do not and will not constitute knowledge, threatened against or involving Lessee before any court, arbitrator or administrative or governmental body which might reasonably result in a default underany material adverse change in the contemplated business, a breach condition or violation of, or the creation operations of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its PropertyLessee; 37.1.54. All consentsTo its actual knowledge, authorizationsLessee is not, and approvals requisite for its the execution, delivery, delivery and performance of this Agreement have been obtained Sublease and remain in full force the documents, instruments and effect and all covenantsagreements, conditionsif any, obligations, and agreements contained provided for herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or will not result in any arbitrationbreach of or default under any other document, instrument or agreement to which would materially impair its ability Lessee is a party or by which Lessee is subject or bound; 5. Lessee has or will obtain before or within ninety (90) days following the Commencement Date all required licenses and permits, both governmental and private, relating to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementPremises.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatas follows: 37.1.1. It (a) Lessee is a [Corporation/LLC/Other] duly organized formed and validly existing under the laws of its jurisdictionthe State of [State]. (b) The person(s) executing this Lease on behalf of Xxxxxx has full right, incorporation or establishment;power and authority to execute and deliver this Lease as Xxxxxx’s act and deed and to bind Lessee hereto. 37.1.2. It (c) Lessee has the power right, power, legal capacity and the authority to enter into and perform its obligations under this Agreement Lease, and to pay preserve, restore, rehabilitate, develop, operate and maintain the Premises as contemplated by this Lease; all approvals or consents of any rents, fees, or other payments person(s) required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming in connection with the due authorization, execution and delivery hereof by the other parties hereto, constitutes performance of this Lease have been obtained. (d) The Lease is a legal, valid, valid and binding obligation of it Lessee, enforceable against it Lessee in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law;its terms. 37.1.4. Its (e) The execution and delivery of this Agreement and its performance Lease by Lessee will not result in a breach of its obligations hereunder do not the terms or provisions of, or constitute a default or condition or event that would, with notice or lapse of time or both, be a default, breach or violation of Lessee’s organizational documents or any indenture, agreement or obligation by which Lessee is bound or any order or decree of any court or Agency to which Lessee is a party or to which it is subject, and will not constitute or result in a default under, a breach or violation of, or the creation of any lien law, order, rule or encumbrance on regulation applicable to Lessee. (f) No litigation is being threatened or prosecuted against Xxxxxx that might impair Xxxxxx’s ability to execute and deliver this Lease or perform any of its Property under, its charter or by-laws obligations hereunder. (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable g) Xxxxxx has taken all necessary action to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its authorize the execution, delivery, delivery and performance of this Agreement have been obtained Lease and remain in full force this Lease constitutes the legal, valid and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability binding obligation of this AgreementLessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents acknowledges that Lessor has entered into this Lease in full reliance upon the representations of Lessee in the following terms and Lessee now warrants to Lessor thatthat the following statements are as of the date hereof, and on the Delivery Date (unless any such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date) will be, true and accurate: 37.1.1. It (a) Lessee is a corporation duly organized incorporated and validly existing in good standing under the laws Laws of the State of New York, holds all authorizations necessary to authorize Lessee to engage in air transport and to carry on its jurisdiction, incorporation or establishment; 37.1.2. It passenger airline service as presently conducted and has the corporate power and the authority to enter into carry on its business as presently conducted and to perform its obligations under this Agreement Lease and the other Operative Documents to pay any rents, fees, or other payments required under this Agreementwhich it is a party; 37.1.3. This Agreement (b) this Lease has, and the other Operative Documents to which Lessee is a party have, been duly authorized by all necessary corporate action on the part of Lessee and none of such agreements requires any approval of the shareholders of Lessee (or if such approval is required, such approval has been duly authorized, executed, obtained) and delivered by it and, assuming neither the due authorization, execution and delivery hereof and thereof nor the consummation of the transactions contemplated hereby and thereby nor compliance by Lessee with any of the terms and provisions hereof and thereof will contravene any Law applicable to Lessee or result in any breach of, or constitute any default under, or result in the creation of any Lien upon any property of Lessee under any creditor agreement or instrument, corporate charter or by-law or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets are bound or affected, except for any such conflicts, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the business or financial condition of Lessee or on its ability to perform its obligations under this Lease and the other parties heretoOperative Documents to which Lessee is a party; (c) Lessee has or will, constitutes prior to the Delivery Date have, received every consent, approval or authorization of, and has given every notice to, each Governmental Entity having jurisdiction with respect to the execution, delivery or performance of this Lease and the other Operative Documents to which it is a party (including all monetary and other obligations hereunder) that is required for Lessee to execute and deliver this Lease and the other Operative Documents to which it is a party and each such consent, approval or authorization and notice is valid and effective and has not been revoked, except for the registrations, applications and recordings referred to in the opinion of Special FAA Counsel delivered pursuant to Section 2.02 and the filings with the FAA of the FAA-filed Documents pursuant to Section 2.02; (d) this Lease has been, and the other Operative Documents to which Lessee is a party have been or will be, duly executed and delivered by Lessee, and this Lease does, and the other Operative Documents to which Lessee is a party do or will, constitute legal, valid, valid and binding obligation obligations of it Lessee, enforceable against it in accordance with the covenantstheir respective terms, conditions, obligations, and agreements contained herein, subject to except as enforcement thereof may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s the enforcement of creditors' rights generally, generally and subject, as to enforceability, to general by such principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws that may affect some of such remedies but which do not make the available remedies inadequate for the substantial realization of the benefits provided herein; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result (e) except as disclosed in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documentsthe financial statements referred to in Section 5.01(f), or as otherwise disclosed in writing to the Beneficiary prior to the date hereof, there are no suits or proceedings pending or, to the knowledge of Lessee, threatened in any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, court or before any governmental instrumentality regulatory commission, board or other Governmental Entity against or affecting Lessee that may, either individually or in any arbitrationthe aggregate, which would reasonably be expected to have a materially impair its adverse effect on the ability of Lessee to perform its obligations hereunder; (f) the audited financial statements of Lessee for the financial period ended December 31, 2000, have been prepared in accordance with United States generally accepted accounting principles consistently applied and present fairly in all material respects the financial condition of Lessee and its consolidated subsidiaries, if any, as of such date and the results of its operations and cash flows for such period; (g) except as disclosed in writing to the Beneficiary prior to the date hereof, there has been no change in the financial condition, results of operations or business prospects of Lessee since the date of the financial statements described in paragraph(f) above that could reasonably be expected to have a material adverse effect on the ability of Lessee to perform its obligations hereunder or under any other Operative Document to which it is a party; and (h) Lessee is a Section 1110 Person, and under the law as in effect on the date hereof and on the Delivery Date, Lessor would be entitled to the benefit of Section 1110 with respect to the Aircraft, for all Lessee's obligations under this AgreementLease, and there is no such proceeding pending against it which purports or is likely if Lessee were to affect the legality, validity or enforceability of this Agreementbecome a debtor under 11 U.S.C. Chapter 11.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first paragraph of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee LESSEE represents and ---------------------------------------- warrants to Lessor thatLESSOR as follows: 37.1.1. It (a) LESSEE (i) has been duly incorporated and is duly organized and validly existing as a corporation in good standing under the laws of its jurisdictionthe State of Delaware, incorporation or establishment; 37.1.2. It (ii) has the full corporate power and the authority and legal right to enter into own its properties and to carry on its business as presently conducted and to perform its obligations under this Agreement Lease, (iii) is the holder of an air carrier certificate duly issued pursuant to the Federal Aviation Act and to pay any rentssuch certificate is in full force and effect, feesand (iv) holds all material licenses, or certificates and permits from all Government Entities of the United States and other payments required under jurisdictions necessary for the conduct of its business as now conducted and for the operation of the Engines. (b) The execution, delivery and performance of this Agreement; 37.1.3. This Agreement Lease and each Lease Supplement has been duly authorized, executedauthorized by all necessary corporate action of LESSEE, and delivered does not and will not (i) result in the violation of the provisions of the charter documents or bylaws of LESSEE as in effect on the date hereof, (ii) require stockholder approval or approval or consent of any trustee or holders of any indebtedness of LESSEE, except such approvals which have been obtained and are in full force and effect, (iii) contravene any law, rule or regulation or any order of any Government Entity binding on Lessee, and (iv) conflict with or result in a breach of any terms or provisions of or constitute a default under, or result in or require the creation or imposition of any Lien upon any material property or assets of LESSEE under, any material indenture, mortgage or other agreement or instrument as in effect on the date hereof to which LESSEE is a party or by which it andor any of its property is bound, assuming or any applicable law, rule or regulation, judgment, order or decree of any Government Entity or court having jurisdiction over LESSEE or any of its properties. (c) This Lease and each Lease Supplement constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, valid and binding obligation of it LESSEE, enforceable against it LESSEE in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to its terms except as may be limited by applicable bankruptcy, insolvency, and reorganization, moratorium or other similar laws affecting creditor’s creditors' rights generally, and subject, as to enforceabilitygenerally and, to general the extent that certain remedies require or may require enforcement by a court of equity, by such principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity) as a court having jurisdiction may impose. (d) There are no suits or proceedings pending or, to LESSEE's knowledge, threatened in any court or before any governmental instrumentality Government Entity against or in any arbitrationaffecting LESSEE that would, which would materially impair its if adversely determined, (i) prevent or adversely affect LESSEE's ability to perform its obligations under this AgreementLease or (ii) materially adversely affect the financial condition or operations of LESSEE and its consolidated subsidiaries, taken as a whole, except as otherwise set forth on the schedule provided to LESSOR on December 28, 1998. (e) The chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) of LESSEE and the office where LESSEE will keep its corporate records concerning the Engine is located in the State of New York. Lessee will notify Lessor thirty (30) days in advance of moving either such office to another location. (f) LESSEE has not retained or employed any broker, finder or financial advisor to act on its behalf in connection with its lease of the Engines and has not authorized any broker, finder or financial advisor retained or employed by any other person so to act. (g) There is no Tax, levy, impost, deduction, charge or withholding imposed by the State of New York or any Taxing Authority thereof or therein either (i) on or by virtue of the execution or delivery of this Lease or (ii) on any payment made or to be made by LESSEE under this Lease. (h) The obligations of LESSEE under this Lease rank at least pari passu in right of payment with all other unsecured obligations of LESSEE, with the exception of such obligations as are mandatorily preferred by law. (i) LESSEE will give notice to LESSOR promptly upon obtaining actual knowledge of any Default or Event of Default; and (j) LESSEE acknowledges that it is the intention of LESSOR that LESSOR shall be entitled to the benefits of Title 11 U.S.C. (S) 1110 and any similar or analogous provisions of any successor statute ("Section 1110") with respect to the Engines and this Lease, and there LESSEE shall not oppose any motion, petition or application filed by LESSOR with any bankruptcy court having jurisdiction over LESSEE whereby LESSOR seeks recovery of possession of the Engines under Section 1110 unless LESSEE shall have complied with the requirements of Section 1110 to be fulfilled in order to entitle LESSEE to continue use and possession of the Engines hereunder. (k) Without having obtained the prior written consent of LESSOR, LESSEE will not consolidate with or merge into, or sell or lease in one transaction or a series of transactions all or substantially all of its assets to, another corporation or other entity unless such other corporation or entity is no engaged in the airline business, the net worth of the corporation resulting from such proceeding pending against it merger or consolidation or corporation or other entity to which purports such sale or lease is likely made would be at least equal to affect the legalitynet worth of LESSEE at the date hereof, validity such corporation or enforceability other entity assumes all of LESSEE's obligations under this AgreementLease in a manner and by documents and agreements satisfactory to LESSOR in its sole discretion, such corporation or other entity immediately subsequent to such merger, consolidation, lease or sale is not in default hereunder and if LESSOR receives an opinion satisfactory to it, of counsel satisfactory to it, as to such assumption and documentation.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the “Documents”). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee’s Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee’s exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It is duly organized that as of the date of each Schedule and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It Acceptance Date: Lessee has the adequate power and the authority capacity to enter into the Master Lease, the Schedule, the Certificate of Acceptance and perform its obligations under any other documents required to be delivered in connection with this Agreement Lease (collectively, the “Documents”); Lessee’s execution, delivery and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has performance of the Documents have been duly authorized, executed, authorized by all necessary corporate or partnership action and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and valid binding obligation of it agreements, enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and their terms; there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings presently pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, Lessee which would materially will impair its ability to perform under the Lease; and all information supplied to Lessor by Lessee is complete, accurate and not materially misleading. Lessee’s entering into the Lease and leasing the Equipment and financing any Fees hereunder does not and will not: (i) violate any judgment, order or law applicable to Lessee, or any other agreement entered into by Lessee with its creditors or any other party, or Lessee’s certificate of incorporation or bylaws (if Lessee is a corporation) or Lessee’s partnership agreement or certificate of partnership (if Lessee is a partnership); or (ii) result in the creation of any lien, security interest or other encumbrance upon the Equipment or this Lease. Lessee represents that (a) the Government Contract constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its own terms and (b) the Term of each Schedule does not exceed the total period of performance of the Government Contract, if all option periods are exercised. All financial data of Lessee, or of any consolidate group of companies of which Lessee is a member (“Lessee Group”), delivered to Lessor now or in the future have been and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of the Lessee Group. If Lessee is a corporation or partnership, it is and will be validly existing and in good standing under the laws of the state of its incorporation or formation; and Lessee is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of its properties or the nature of its business or the performance of its obligations under this AgreementLease requires such qualification; the persons signing the Documents are acting with the full authority of its board of directors or partners (if Lessee is a partnership) and hold the offices indicated below their signatures, which are genuine. The Equipment and there is no such proceeding pending against it which purports Software shall only be used in Lessee’s trade or is likely to affect business, in accordance with applicable law. Lessee has not and will not take any action or maintain any position inconsistent with treating this Lease as creating a valid leasehold interest in the legality, validity or enforceability of this AgreementEquipment.

Representations and Warranties of Lessee. ‌ 37.1. (a) Lessee represents represents, warrants and warrants covenants to Lessor at the time Lessee enters into this Agreement and each Schedule that: 37.1.1. It (i) Lessee is an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its jurisdiction, incorporation organization and in all jurisdictions with respect to which its ownership or establishmentits conduct of business or leasing of property requires such qualification; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its (ii) The execution and delivery of and performance under this Agreement Agreement, any Schedules, Certificates of Incumbency or other documents related to a Lease (“Documents”) to which Lessee is a party have been authorized by all necessary action, and have been executed and delivered on Lessee’s behalf by persons duly authorized in that regard. The Documents constitute legal, valid and binding agreements of Lessee, enforceable against Lessee in accordance with their respective terms except as limited by bankruptcy or other similar laws; (iii) The execution and delivery of or performance under the Documents do not contravene Lessee’s charter or bylaws or any law, regulation, order, writ, decree, judgment, or other form of prohibition of which Lessee is aware is binding on it or its performance of its obligations hereunder do assets; and does not and will not contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of a lien upon the Products under any lien or encumbrance on any of its Property undermaterial indenture, its charter or by-laws (or equivalent organizational documents)mortgage, contract, or other instrument to which it is a party or by which it or its assets are bound; (iv) To the best of Lessee’s knowledge, there is no action, suit or proceeding pending or, to the knowledge of Lessee, threatened in any other agreement, instrument, law, ordinance, regulation, judgment, injunction, court or order applicable to it tribunal or before any competent authority against Lessee or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance property or assets which challenges the Documents or any of this Agreement the transactions contemplated hereunder or which may have been obtained and remain in full force and a material adverse effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to on the financial condition or filing with, any governmental authority or regulatory body is required for such execution, delivery or performancebusiness of Lessee; and 37.1.6. There is no proceeding pending (v) The financial statements and other information furnished and to be furnished to Lessor by Lessee are and shall be true and correct in all material respects, and since the date that such financial statements or threatened against it at law information were prepared, there has not been any material adverse change in Lessee’s business or in equitycondition, financial or before otherwise. (b) If any governmental instrumentality person guarantees payment or in performance by Lessee of any arbitration, which would materially impair its ability to perform its liabilities or obligations of Lessee under this AgreementAgreement or any Schedule (a “Guarantor”), the preceding representations, warranties and there is no covenants shall be deemed to be made by Lessee on behalf of such proceeding pending against it which purports or is likely Guarantor as if such Guarantor were named in addition to affect the legality, validity or enforceability of this AgreementLessee therein.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents represents, wan-ants and warrants covenants to Lessor and will provide to Lessor at Lessor's request all documents deemed necessary or appropriate by Lessor, including Certificates of Insurance, financial Secretary or Certificates, essential use information or documents (such as affidavits, notices and similar instruments in a form satisfactory to Lessor) and Opinions of Counsel (in substantially such form as provided to Lessee by Lessor and satisfactory to Lessor) to the effect that:, as of the time Lessee 37.1.1. It (a) Lessee is an entity duly organized and validly existing under and by virtue of the laws authorizing statute or constitutional provisions of its jurisdictionstate and is a state or political subdivision thereof as described in Section 103(a) of the Internal Revenue Code of 1986, incorporation as amended, and the regulations promulgated thereunder as in effect and applicable to the Agreement or establishment; 37.1.2. It has the any Schedule, full power and the authority to enter into this Agreement and any Schedules and perform all of its obligations under the Leases; (b) This Agreement and each Schedule have been duly authorized, authenticated and delivered by Lessee by proper action of its governing board at a convened meeting and attended by the requisite majority of board members, or by other appropriate official authentication, as applicable, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement against Lessee; (c) This Agreement and each Schedule constitute the valid, legal and binding obligations of Lessee, enforceable in accordance with their tenns; (d) No other approval, consent or withholding of objection is required from any federal, state or local governmental authority or with respect to pay the entering into or performance by Xxxxxx of the Agreement or any rentsSchedule and the transactions contemplated thereby; (e) Lessee has complied with such public bidding requirements and state and federal laws as may be applicable to the Agreement and any Schedule and the acquisition by Lessee of the Products; (f) The entering into and performance of the Agreement or any Schedule will not (i) violate any judgment, feesorder, law or regulation applicable to Lessee; (ii) result in any breach of, or constitute a default under, any instrument to which the Lessee is a party or by which it or its assets may be bound; or (iii) result in the of any lien, charge, security interest or other payments required under encumbrance upon any assets of the Lessee or on the Products, other than those created pursuant to this Agreement; 37.1.3. This Agreement has been duly authorized(g) There are no actions, executedsuits, and delivered by it andproceedings, assuming the due authorizationinquiries or investigations, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, before or before by any governmental instrumentality court, public board or in body, pending or threatened against or affecting Lessee, nor to the best of Xxxxxx's knowledge and belief is there any arbitrationbasis therefor, which would materially impair its if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreementthe Agreement or any Schedule; (h) The Products are essential to the proper, efficient and economic operation of Lessee or to the services which Lessee provides to its citizens. Lessee expects to make immediate use of tiie Products, for which it has an immediate need that is neither temporary nor expected to diminish during the applicable Lease Term. The Products will be used for the sole purpose of performing one or more of Lessee's governmental or proprietary functions consistent within the scope of Lessee's authority; and (i) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds to make all Rent payments and other obligations under tills Agreement and any Schedule during the current Fiscal Period, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementfunds have not been expended for purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS") and is duly qualified to pay any rents, fees, do business in the jurisdiction(s) where the Equipment is or is to be located and in those other payments required under this Agreement;jurisdictions where the failure to be so qualified would have a material adverse effect on Lessee's ability to carry on its present business and operations. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, Lessee and (assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, Lessor) constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's articles of incorporation, subject to applicable bankruptcycharter or by-laws; or (ii) result in any breach of, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The audited financial statements of Lessee for the fiscal year ended September29, 1996, delivered to Lessor have been prepared in accordance with GAAP consistently applied, and sinceSeptember 29, 1996, there has been no material adverse change. (g) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the state of its incorporation (specified in the first sentence of this Agreement). (h) Subject to Section VI(b) hereof, the Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It that (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessee’s full and accurate legal name is as stated above and the information describing Lessee set forth under Lessee’s signature below is accurate in all respects; (b) Lessee is either (i) an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionorganization or incorporation, incorporation or establishment; 37.1.2. It (iii) a general or limited partnership organized under the laws of the state of its principal place of business set forth in the Lease or the Lease Documents and the individual general partner executing this Master Lease has the power and the full authority to enter into represent, sign for and perform its obligations under bind Lessee in all respects; (c) the execution, delivery and performance of this Agreement Master Lease and to pay all related instruments and documents (i) have been duly authorized by all necessary action on the part of Lessee, (ii) do not require the approval of any rentsstockholder, feespartner, manager, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (iii) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, its charter any indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its property is bound; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of its Property; 37.1.5. All consents, authorizationsLessee enforceable against Lessee in accordance with their terms; (e) there are no actions or proceedings to which Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action bythreatened actions or proceedings of which Lessee has knowledge, and no notice to or filing with, before any governmental authority or regulatory body is required for such executionwhich, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law either individually or in equitythe aggregate, would adversely affect the financial condition of Lessee or before the ability [ILLEGIBLE] hereunder; (f) Lessee is not in default under any governmental instrumentality obligation for the payment of borrowed money, for the deferred purcha? price of property or for the payment of any rent under any lease agreement which, either individually or in any arbitrationthe aggregate, which would materially impair its adversely affect the financi? condition of Lessee or the ability of Lessee to perform its obligations under this Agreementhereunder and (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessee’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there is no has been [ILLEGIBLE] material adverse change in such proceeding pending against it which purports conditions or is likely to affect the legality, validity or enforceability of this Agreementoperations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor thatas follows: 37.1.11. It Lessee has been duly organized, is duly organized validly existing, and validly existing is in good standing under the laws of its jurisdictionstate of incorporation and is qualified to transact business in Arizona. All necessary action on the part of Lessee has been taken to authorize the execution, incorporation or establishmentdelivery and performance of this Sublease and of the other documents, instruments and agreements, if any, provided for herein. The persons who have executed this Sublease on behalf of Lessee are duly authorized to do so; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.32. This Agreement has been duly authorized, executed, and delivered by it and, assuming Sublease constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, valid and binding obligation of it Lessee, enforceable against it Lessee in accordance with the covenantsits terms, conditionssubject, obligationshowever, and agreements contained herein, subject to applicable bankruptcy, insolvency, and reorganization, arrangement, moratorium or other similar laws relating to or affecting creditor’s the rights of creditors generally, and subject, as to enforceability, to general principles of equity regardless of equity, whether enforcement enforceability is sought considered in a proceeding in equity or at law, and to the qualification that certain waivers, procedures, remedies and other provisions of this Sublease may be unenforceable under or limited by applicable law, however, none of the foregoing shall prevent the practical realization to Lessor of the benefits intended by this Sublease; 37.1.43. Its execution and delivery of this Agreement and To its performance actual knowledge, there are no suits, actions, proceedings or investigations pending, or to the best of its obligations hereunder do not and will not constitute knowledge, threatened against or involving Lessee before any court, arbitrator or administrative or governmental body which might reasonably result in a default underany material adverse change in the contemplated business, a breach condition or violation of, or the creation operations of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its PropertyLessee; 37.1.54. All consentsTo its actual knowledge, authorizationsLessee is not, and approvals requisite for its the execution, delivery, delivery and performance of this Agreement have been obtained Sublease and remain in full force the documents, instruments and effect and all covenantsagreements, conditionsif any, obligations, and agreements contained provided for herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or will not result in any arbitrationbreach of or default under any other document, instrument or agreement to which would materially impair its ability Lessee is a party or by which Lessee is subject or bound; 5. Lessee has or will obtain before or within ninety (90) days following the Commencement Date all required licenses and permits, both governmental and private, relating to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementPremises.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located: 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided adversely will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with GAAP consistently applied, and since the date of the most recent such financing statement, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It : (i) Lessee is duly organized and organized, validly existing and in good standing under the laws of its the jurisdiction specified below the signature of Lessee, and the organizational number assigned to Lessee by such jurisdiction, incorporation or establishment; 37.1.2. It if any, is as specified below the Lessee’s signature; (ii) Lessee’s full and accurate legal name is as first provided above; (iii) Lessee is duly qualified to do business wherever necessary to carry on its present business and operations; (iv) Lessee has the power full power, authority and the authority legal right to enter into and perform its obligations under this Agreement Lease and to pay any rentsthe execution, fees, or other payments required under this Agreement; 37.1.3. This Agreement has delivery and performance of such documents have been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and require the approval of any governmental body, will not violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s certificate of incorporation or bylaws, if any, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien lien, charge, encumbrance or encumbrance on security interest upon any assets of the Lessee under any agreement or instrument to which Lessee is a party or by which Lessee or its Property under, its charter assets may be bound or by-laws affected; (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of v) this Agreement have been obtained and remain in full force and effect Lease and all covenants, conditions, obligations, schedules and agreements contained herein attachments shall have been duly complied withentered into, delivered and shall constitute, legal, valid and binding obligations of Lessee, enforceable in accordance with their terms when executed by Lessor and Lessee; (vi) there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or in equity, or before any governmental instrumentality or in any arbitration, proceedings to which would materially impair its ability to perform its obligations under this AgreementLessee is a party, and there is are no such proceeding pending against it threatened actions or proceedings of which purports Lessee has knowledge which either individually or is likely to affect in the legality, validity aggregate would have a material adverse effect on the business or enforceability operations of this AgreementLessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any Federal, obligationsPuerto Rico, local or any other governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and agreements contained hereinperformance by Lessee of the Documents will not: (i) violate any judgment, subject order, law or regulation applicable to applicable bankruptcyLessee or any provision of Lessee's Certificate of Incorporation or By- Laws; or (ii) result in any breach of, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement, except those reflected on Annex (F). (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) If Lessee is no such proceeding pending against it which purports a corporation, Lessee is and will be at all times validly existing and in good standing under the laws of the State or is likely to affect Commonwealth of its incorporation (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used legally for commercial or business purposes and in such a manner as to qualify for use of eligible funds as that term is used in Regulation 3582 (or any Regulation which is a successor thereto), issued January 29, 1988, by the Secretary of the Treasury, Commonwealth of Puerto Rico, as amended.

Representations and Warranties of Lessee. ‌ 37.1. (a) Lessee represents and warrants to Lessor thatand its Assignee(s) as follows: 37.1.1. It (1) If Lessee is a corporation, that it is duly organized and validly existing in good standing under the laws of the jurisdiction of its jurisdictionincorporation, incorporation that it is duly qualified to do business in each jurisdiction where any Equipment is, or establishment; 37.1.2. It is to be located, and has the full corporate power and the authority to hold property under lease and to enter into and perform its obligations under this Agreement any Lease; that the execution, delivery and to pay performance by Lessee of any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement Lease has been duly authorized, executedauthorized by all necessary corporate action on the part of Lessee, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation is not inconsistent with its articles of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter incorporation or by-laws or other governing instruments; (2) The execution, delivery and performance by Lessee of any Lease does not violate any law or equivalent organizational documents), or any other agreement, instrument, law, ordinancegovernmental rule, regulation, judgment, injunction, or order applicable to Lessee, does not and will not contravene any provision, or constitute a default under any indenture, mortgage, contract, or other instrument to which it is bound and, upon execution and delivery of each Lease, will constitute a legal, valid and binding agreement of Lessee, enforceable in accordance with its terms; (3) No action, including any permits or consents, in respect of or by any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by Lessee of any Lease; (i) Lessee’s state of incorporation is the state listed in the introductory paragraph of this Lease; (ii) Lessee’s chief executive office is located in the state listed in the introductory paragraph of this Lease; (iii) Lessee is the legal entity or organization indicated in the introductory paragraph of this Lease, which organization is duly organized, validly existing and in good standing under the laws of the state listed in the introductory paragraph of this Lease; and (iv) Lessee’s full and exact legal name is the same as listed in the introductory paragraph of this Lease. (5) Lessee does not owe any amount to, or have any contract with or commitment to (including, without limitation, guaranties) any of Lessee’s directors, officers, employees, vendors, customers, consultants, parents, subsidiaries or affiliates (other than compensation for current services not yet due and payable and reimbursement of expenses arising in the ordinary course of Lessee’s particular business), and none of such persons or entities owes any amount to Lessee. No part of the property or assets (including any item of leased equipment or property) of any parent, subsidiary or affiliate of Lessee is used by Lessee in its business. Lessee has disclosed to Lessor the identity of and basic contact information for, any parent, subsidiary or affiliate of Lessee. Lessee has also disclosed to Lessor all contracts and commitments (including, without limitation, guaranties) between Lessee and any of Lessees directors, officers, employees, vendors, customers, consultants, parents, subsidiaries or affiliates. (6) No lawsuit, action, administrative proceeding, arbitration proceeding, bankruptcy filing, insolvency proceeding, governmental investigation, or other legal or equitable proceeding of any kind is pending or threatened, or to Lessee’s knowledge, contemplated, against Lessee or any of Lessee’s property, or against any of Lessee’s parents, subsidiaries or affiliates or their property, that might adversely affect the operation of Lessee’s business or cause a material adverse change in Lessee’s financial condition. (7) Lessee has disclosed to Lessor true, accurate and complete information regarding Lessee’s indebtedness for borrowed money or guarantees of any obligation or liability for any entity that may have a material impact on the operation of Lessee’s business or Lessee’s financial condition. Lessee is not in default or violation of any provision of any agreement or guarantee evidencing or relating to its Property;indebtedness for borrowed money. 37.1.5(8) All information and documents Lessee has supplied to Lessor regarding or reflecting Lessee’s operations, business or finances fairly represent the financial condition of Lessee and its business operations for the periods covered and are true, accurate and complete in all material respects. All consentsThe books, authorizationsrecords and accounts of Lessee fairly reflect all material transactions, and approvals requisite for its execution, delivery, and performance all material assets of this Agreement have been obtained and remain in full force and effect Lessee and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to material liabilities of Lessee. (9) No representation or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or warranty by Lessee in equity, or before any governmental instrumentality this Master Lease or in any arbitrationwritten information provided, or to be provided, to Lessor contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. (b) To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies conferred upon a Lessee by Sections 70A-2A-508 through 70A-2A-522 of the Utah Uniform Commercial Code, including but not limited to Lessee’s rights to: (i) cancel the Lease; (ii) repudiate the Lease; (iii) revoke acceptance of the Equipment; (iv) claim, grant or permit a security interest in the Equipment in Lessee’s possession or control for any reason; (v) deduct all or any part of any claimed damages resulting from Lessor’s default, if any, under the Lease; (vi) cover by making any purchase or lease of or contract to purchase or lease property in substitution for the Equipment due from Lessor; (vii) recover any general, special, incidental or consequential damages, for any reason whatsoever. To the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter conferred by statute or otherwise which would materially impair its ability may require Lessor to perform its obligations under this Agreementsell, and there is no such proceeding pending against it lease or otherwise use any Equipment in mitigation of Lessor’s Damages as set forth in Section 16 hereof or which purports may otherwise limit or is likely to affect the legality, validity modify any of Lessor’s rights or enforceability of this Agreementremedies in that section.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property to the extent that it constitutes tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied (except as otherwise disclosed therein). Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the “Documents”). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee’s Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee’s exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.136.1.1. Lessee represents and warrants to Lessor that: 37.1.136.1.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.236.1.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.336.1.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.436.1.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.536.1.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.636.1.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its jurisdictionformation as specified above, (b) The execution, incorporation or establishment; 37.1.2. It has delivery and performance of the power Lease Documents and compliance with the authority to enter into and perform its obligations under this Agreement and to pay terms thereof: (1) have been duly authorized by all necessary action on the part of Lessee; (2) do not require the approval of any rents, feesparty, or any license, permit or other payments required under this Agreement; 37.1.3. This Agreement has approval by, giving of notice to, or filing or recording with, any governmental authority, in each such case, except such as have been duly authorized, executed, obtained; and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the organization documents of Lessee, or contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, its charter any indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its property is bound. (c) Each of its Property;the Lease Documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee, in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or similar laws affecting creditors’ rights generally and by the application of general principles of equity. 37.1.5. All consents, authorizations(d) There are no pending actions or proceedings to which Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in equitythe aggregate, would adversely affect the financial condition of Lessee, or before any governmental instrumentality or in any arbitration, which would materially impair its the ability of Lessee to perform its obligations under this Agreementor remain in compliance with the Lease Documents, in each case, to any material extent, except as previously disclosed to Lessor, in writing. Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have the same such effect. (e) Under all applicable laws, the Equipment consists solely of personal property and not fixtures. (f) The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), and fairly present Lessee’s financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there is has been no material adverse change in such proceeding pending against it which purports conditions or is likely operations. These representations and warranties shall be deemed restated by Lessee as of the date of each Equipment Schedule as to affect the legality, validity or enforceability of this Agreementthat and all other Equipment Schedules.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation agreements of it Lessee, enforceable against it Lessee in accordance with their terms, except [*] Confidential information has been omitted and filed separately with the covenants, conditions, obligations, Commission to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and agreements contained herein, subject to applicable bankruptcy, insolvency, and insolvency laws or similar laws affecting creditor’s 's rights generally, and subject, as to enforceability, to general or principles of equity regardless equity. (c) No approval, consent or withholding of whether enforcement objections is sought required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each balance sheet and statement of income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the jurisdiction of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) The Lessee is and shall remain a United States Federal Income Taxpayer. Notwithstanding anything in this Agreement, Schedules or Addendum's hereto to the contrary, Lessee makes no representation or warranty regarding the truth or accuracy of any financial projections or proformas furnished to Lessor by Lessee except that the financial projections and proformas were reasonable projections of future events based on information available at the time they were furnished to Lessor. [*] Confidential information has been omitted and filed separately with the Commission.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It that (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessees full and accurate legal name is as stated above and the information describing Lessee set forth under Lessees signature below is accurate in all respects; (b) Lessee is either (i) an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or (ii) a limited liability company or corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionorganization or incorporation, incorporation or establishment; 37.1.2. It (iii) a general or limited partnership organized under the laws of the state of its principal place of business set forth in the Lease or the Lease Documents and the individual general partner executing this Master Lease has the power and the full authority to enter into represent, sign for and perform its obligations under bind Lessee in all respects; (c) the execution, delivery and performance of this Agreement Master Lease and to pay all related instruments and documents (i) have been duly authorized by all necessary action on the part of Lessee, (ii) do not require the approval of any rentsstockholder, feespartner, manager, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (iii) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, its charter any indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its property is bound; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of its Property; 37.1.5. All consents, authorizationsLessee enforceable against Lessee in accordance with their terms; (e) there are no actions or proceedings to which Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action bythreatened actions or proceedings of which Lessee has knowledge, and no notice to or filing with, before any governmental authority or regulatory body is required for such executionwhich, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law either individually or in equitythe aggregate, would adversely affect the financial condition of Lessee or before any governmental instrumentality or in any arbitration, which would materially impair its the ability of Lessee to perform its obligations hereunder; (f) Lessee is not in default under this Agreementany obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder and (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessees financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there is has been no material adverse change in such proceeding pending against it which purports conditions or is likely to affect the legality, validity or enforceability of this Agreementoperations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatas follows: 37.1.1. It (a) Lessee is a corporation, duly organized and organized, validly existing and in good standing under the laws of its jurisdictionthe State of California. (b) The execution, incorporation or establishment; 37.1.2. It has the power delivery and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery performance of this Agreement and its the performance of its the Lease: (1) have been duly authorized by all necessary corporate action on the part of Lessee; (2) do not require the approval of any stockholder, trustee or holder of any obligations hereunder of Lessee except such as have been duly obtained; and (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the organizational documents of Lessee, or contravene the provision of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its charter or by-laws property is bound. (or equivalent organizational documents)c) This Agreement and the Lease constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms hereof and thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, similar laws affecting creditors’ rights generally and by general equitable principles. (d) There are no pending actions or order applicable proceedings to it or any of its Property; 37.1.5. All consents, authorizationswhich Lessee is a party, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which either individually or in equitythe aggregate would have a Material Adverse Effect. As used herein, “Material Adverse Effect” shall mean (1) a materially adverse effect on the business, condition (financial or otherwise), operations or properties of Lessee, or before any governmental instrumentality or in any arbitration, which would materially impair its (2) a material impairment of the ability of Lessee to perform its obligations under this Agreementor to remain in compliance with the Lease. Further, and there Lessee is no not in default under any obligation for borrowed money, for the deferred purchase price of property, or any lease agreement which, either individually or in the aggregate, would have the same such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementeffect.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It : (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionincorporation; (b) the execution, incorporation or establishment; 37.1.2. It has delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the power and part of Lessee, (2) do not require the authority to enter into and perform its obligations under this Agreement and to pay approval of any rentsstockholder, feespartner, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its charter property is bound; (c) the Lease Documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereof; (d) there are no actions or by-laws (proceedings to which Lessee is a party, and there are no other threatened actions or equivalent organizational documents)proceedings of which Lessee has knowledge, before any Governmental Authority, which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any the ability of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Agreementany obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or fictitious name except as set forth in the attached Appendix A; (j) the Equipment is being leased hereunder solely for business purposes and that no such proceeding pending against it which purports item of Equipment will be used for personal, family or is likely household purposes; and (k) except as previously disclosed in writing to affect Lessor, neither Lessee nor any of its officers or directors (if a corporation), partners (if a partnership) or members (if a limited liability company) has, directly or indirectly, any financial interest in the legality, validity or enforceability of this AgreementSupplier.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor thateach other party hereto that as of the Delivery Date: 37.1.1. It (a) Lessee is a corporation duly organized incorporated and validly existing in good standing under the laws of its jurisdictionthe State of Delaware, incorporation or establishment; 37.1.2. It is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and the authority to own its properties or hold them under lease and to enter into and perform its obligations under this Agreement the Operative Documents to which it is a party and is duly qualified to pay any rentsdo business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Lessee and its subsidiaries, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executedconsidered as a whole, and delivered its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware. (b) The execution, delivery and performance by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery Lessee of this Agreement and its performance the other Operative Documents to which Lessee is a party have been duly authorized by all necessary corporate action on the part of its obligations hereunder Lessee, do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of Lessee, except such as have been duly obtained and will are in full force and effect, and do not constitute contravene any law, governmental rule, regulation, judgment or order binding on Lessee or the certificate of incorporation or by-laws of Lessee or contravene or result in a breach of, or constitute a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any Lien (other than Permitted Liens) upon the property of its Property Lessee under, its charter any material indenture, mortgage, contract or by-laws (other agreement to which Lessee is a party or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any of its Property;properties may be bound or affected. 37.1.5. All consents, authorizations, (c) Neither the execution and approvals requisite for its execution, delivery, and performance delivery by Lessee of this Agreement and the other Operative Documents to which it is a party, nor the consummation by Lessee of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, except for (i) the registration of the Pass Through Certificates under the Securities Act of 1933, as amended, and under the securities laws of any state in which the Pass Through Certificates may be offered for sale if the laws of such state require such action, (ii) the qualification of the Pass Through Trust Agreements under the Trust Indenture Act of 1939, as amended, (iii) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over Lessee's operation of the Aircraft required to be obtained on or prior to the Delivery Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and remain are, or on the Delivery Date will be, in full force and effect effect, (iv) the filings referred to in Section 4.01(e) and all covenants(v) consents, conditionsapprovals, obligationsnotices, registrations and agreements contained herein other actions required to be obtained, given, made or taken only after the date hereof. (d) This Agreement and each other Operative Document to which Lessee is a party have been duly complied withexecuted and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except, in the case of the Lease, as limited by applicable laws that may affect the remedies provided in the Lease. (e) Except for (i)(A) the filing for recordation pursuant to the Transportation Code of the Original Indenture, (B) the filing of the Trust Agreement with the FAA, (C) the registration of the Aircraft pursuant to the Transportation Code and (D) the filing for recording pursuant to the Transportation Code of the FAA Bill of Sale, the Amended and Restated Indenture (with the Indentxxx Supplement covering the Aircraft attached) and the Lease (with the Lease Supplement covering the Aircraft, the Amended and Restated Indenture and the Indenture Supplement covering the Aircraft attached), (ii) with respect to the security interests created by such documents, the filing of financing statements (and continuation statements at periodic intervals) under the Uniform Commercial Code of Delaware and Utah and the filing of UCC-3 termination statements relating to the financing statements filed in connection with the Original Indenture and (iii) the taking of possession by Loan Trustee of the original chattel paper counterpart of the Lease and the Lease Supplement covering the Aircraft, no further filing or recording of any document is necessary under the laws of the United States or any state thereof as of the Delivery Date in order to establish and perfect Owner Trustee's interest in the Aircraft as against Lessee and any third parties, or to establish and perfect the security interest created under the Amended and Restated Indenture in favor of Loan Trustee in Owner Trustee's interest in the Aircraft and in the Lease in any applicable jurisdiction in the United States. (f) Lessee is not an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended. (g) Neither Lessee nor any if its Affiliates has directly or indirectly offered the Pass Through Certificates or the Equipment Notes or any similar securities for sale to any Person other than in a manner permitted by the Securities Act of 1933, as amended, and the rules and regulations thereunder. (h) Lessee is solvent and will not be rendered insolvent by the sale of the Aircraft; after the sale of the Aircraft, the capital of Lessee will not be unreasonably small for the conduct of the business in which Lessee is engaged or is about to engage; Lessee has no other action by, and no notice intention or belief that it is about to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair incur debts beyond its ability to perform pay as they mature; and Lessee's sale of the Aircraft is made without any intent to hinder, delay or defraud Lessee's present or future creditors. (i) None of the proceeds from the issuance of the Equipment Notes or from the acquisition by Owner Participant of its obligations beneficial interest in the Trust Estate will be used directly or indirectly by Lessee to purchase or carry any "margin security" as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System. (j) Owner Trustee will receive good and transferable title to the Aircraft from Lessee free and clear of all Liens, except the rights of Lessee under this Agreementthe Lease and the Lease Supplement, the Lien of the Indenture, the beneficial interest of Owner Participant and there the Liens permitted by clause (v) of Section 6 of the Lease. (k) On the Delivery Date, all sales or use tax then due and for which Lessee is no responsible pursuant to Section 4.02 shall have been paid, other than such proceeding pending against it taxes which purports are being contested by Lessee in good faith and by appropriate proceedings so long as such proceedings do not involve any material risk of the sale, forfeiture or is likely to affect loss of the legality, validity or enforceability of this AgreementAircraft.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's articles of incorporation, subject to applicable bankruptcycharter or by–laws; or (ii) result in any breach of, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) Other than those set forth on any of its Property underAnnex G, its charter there are no suits or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with GAAP, and since the date of the most recent such financial statement, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect duly incorporated and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the state of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor thatthat as of the date of each Lease and of each Certificate of Acceptance: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into the Lease, any documents relative to the purchase of Equipment leased under such Lease and perform its obligations under any other documents required to be delivered in connection with this Agreement and to pay any rentsLease (collectively, fees, or other payments required under this Agreement; 37.1.3. This Agreement has the "Documents"): the Documents have been duly duty authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms; there are proceedings presently pending or threatened against Lessee which will impair as ability to perform under the covenants, conditions, obligations, Lease; and agreements contained herein, subject all information supplied to applicable bankruptcy, insolvency, Lessor is accurate and similar laws affecting creditor’s rights generally, complete. (b) Lessee's entering into the Lease and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do leasing the Equipment does not and will not constitute not: (i) violate any judgment, order, or law applicable to the Lease, Lessee or Lessee's certificate of incorporation or bylaws (if Lessee is a corporation) or Lessees partnership agreement (if Lessee is a partnership); or (ii) result in a default under, a breach or violation of, or the creation of any lien lien, security interest or other encumbrance upon the Equipment (c) All financial data of Lessee or of any consolidated group of companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on any a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee, or of the Lessee Group, as of the stated date and period(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of Lessee or of ft Lessee Group. (d) If Lessee is a corporation or partnership, it is and will be validly existing and in good standing under laws of the state of its Property under, its charter incorporation or by-laws organization; the persons signing the Lease are acting with the full authority of as board of directors or partners (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, if Lessee is a partnership) and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitrationhold the offices indicated below their signatures, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementare genuine.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized (a) Lessee has full power, authority and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority legal right to enter into and to perform its obligations under this Agreement Lease and all related documents (collectively the "Documents"), is in good standing under the law of its jurisdiction of incorporation and is duly qualified to pay any rentsdo business and in good standing wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation agreements of it Lessee, enforceable against it in accordance with their terms. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality, or any person, with respect to the covenants, conditions, obligations, entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance by Lessee of its obligations hereunder do not and under the Documents will not (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute a default under or result in a default under, a breach or violation of, or the creation of any lien Lien, pursuant to any indenture, mortgage, deed of trust, bank loan or encumbrance on any of its Property under, its charter credit agreement or by-laws other instrument to which Lessee is a party. (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. e) There is no proceeding existing Event of Default under this Lease or any existing default in connection with any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party. (f) There are no suits or proceedings pending or overtly threatened against it at law in any court or in equity, or before by any governmental instrumentality agency against or in any arbitrationaffecting Lessee, which which, if adversely determined, would materially impair its have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this AgreementLease or its financial condition or prospects. (g) Each balance sheet, income statement, and statement of cash flow delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such balance sheet, income statement, and statement of cash flow, there is has been no material adverse change in the financial condition or prospects of Lessee. (h) The Equipment will at all times be used for commercial or business purposes. (i) Lessee has made an assessment of the microchip and computer-based systems and the software used in its business and based upon such proceeding pending against assessment believes that it which purports or is likely to affect the legalitywill be "Year 2000 Compliant" by January 1, validity or enforceability 2000. For purposes of this Agreementparagraph, "Year 2000 Compliant" means that all software, embedded microchips and other processing capabilities utilized by, and material to the business operations or financial condition of, Lessee are able to interpret, store, transmit, receive and manipulate data on and involving all calendar dates correctly and without causing any abnormal ending scenarios in relation to dates in and after the Year 2000. From time to time, at the request of Lessor, Lessee shall provide to Lessor such updated information as is requested regarding the status of its efforts to become Year 2000 Compliant.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents hereby represents, warrants and warrants covenants that, with respect to Lessor thatthe Master Lease and each Equipment Schedule executed hereunder: 37.1.1. It (a) The Lessee is duly a corporation duty organized and validly existing in good standing under the laws of the jurisdiction of its jurisdictionincorporation, incorporation is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or establishment; 37.1.2. It is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has the full corporate power and authority to hold property under the authority Master Lease and each Equipment Schedule and to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement;such Lease. 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, (b) The execution and delivery hereof by the other parties hereto, constitutes a legal, valid, Lessee of the Master Lease and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement each Equipment Schedule and its performance thereunder have been duly authorized by all necessary corporate action on the part of its obligations hereunder the Lessee, and the Master Lease and each Equipment Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute or result in a default under, any indenture, mortgage, contract or other instrument to which it is a breach party or violation by which it is bound, and the Master Lease and each Equipment Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (c) There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under the Master Lease and each Equipment Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the creation rights of any lien or encumbrance on any of its Property under, its charter or by-laws others. (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain g) The Lessee has in full force and effect insurance policies, with extended coverage, insuring the Lessee and all covenants, conditions, obligationsits property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated. (h) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of law concerning equitable remedies. (i) No representation or warranty of or information provided by Lessee contained herein have been duly complied within this Master Lease, any other documents (including Lessee's business plan), certificate or exhibit furnished or to be furnished to Lessor pursuant thereto or in connection herewith (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein, in light of the circumstances under which they are made, not misleading. (j) The Lessee has not granted rights to manufacture or assemble in products to any other entity. (k) With the exception of minor indebtedness incurred in the ordinary course of business, the Lessee is not indebted to any employee, shareholder, officer or director of the Lessee, and no other action bysuch employee, and no notice shareholder, officer or director is indebted to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementLessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It : (i) Lessee is duly organized and organized, validly existing and in good standing under the laws of its the jurisdiction specified below the signature of Lessee, and the organizational number assigned to Lessee by such jurisdiction, incorporation or establishment; 37.1.2. It if any, is as specified below the Lessee's signature; (ii) Lessee's full and accurate legal name is as first provided above; (iii) Lessee is duly qualified to do business wherever necessary to carry on its present business and operations; (iv) Lessee has the power full power, authority and the authority legal right to enter into and perform its obligations under this Agreement Lease and to pay any rentsthe execution, fees, or other payments required under this Agreement; 37.1.3. This Agreement has delivery and performance of such documents have been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and require the approval of any governmental body, will not violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's certificate of incorporation or bylaws, if any, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien lien, charge, encumbrance or encumbrance on security interest upon any assets of the Lessee under any agreement or instrument to which Lessee is a party or by which Lessee or its Property under, its charter assets may be bound or by-laws affected; (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of v) this Agreement have been obtained and remain in full force and effect Lease and all covenants, conditions, obligations, schedules and agreements contained herein attachments shall have been duly complied withentered into, delivered and shall constitute, legal, valid and binding obligations of Lessee, enforceable in accordance with their terms when executed by Lessor and Lessee; (vi) there are no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law actions or in equity, or before any governmental instrumentality or in any arbitration, proceedings to which would materially impair its ability to perform its obligations under this AgreementLessee is a party, and there is are no such proceeding pending against it threatened actions or proceedings of which purports Lessee has knowledge which either individually or is likely to affect in the legality, validity aggregate would have a material adverse effect on the business or enforceability operations of this AgreementLessee.

Representations and Warranties of Lessee. ‌ 37.1. (a) Lessee represents represents, warrants and warrants covenants to Lessor at the time Lessee enters into this Agreement and each Schedule that: 37.1.1. It (i) Lessee is an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its jurisdiction, incorporation organization and in all jurisdictions with respect to which its ownership or establishmentits conduct of business or leasing of property requires such qualification; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its (ii) The execution and delivery of and performance under this Agreement Agreement, any Schedules, Certificates of Incumbency or other documents related to a Lease (”Documents”) to which Lessee is a party have been authorized by all necessary action, and have been executed and delivered on Xxxxxx's behalf by persons duly authorized in that regard. The Documents constitute legal, valid and binding agreements of Lessee, enforceable against Lessee in accordance with their respective terms except as limited by bankruptcy or other similar laws; (iii) The execution and delivery of or performance under the Documents do not contravene Xxxxxx’s charter or bylaws or any law, regulation, order, writ, decree, judgment, or other form of prohibition of which Lessee is aware is binding on it or its performance of its obligations hereunder do assets; and does not and will not contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of a lien upon the Products under any lien or encumbrance on any of its Property undermaterial indenture, its charter or by-laws (or equivalent organizational documents)mortgage, contract, or other instrument to which it is a party or by which it or its assets are bound; (iv) To the best of Xxxxxx’s knowledge, there is no action, suit or proceeding pending or, to the knowledge of Lessee, threatened in any other agreement, instrument, law, ordinance, regulation, judgment, injunction, court or order applicable to it tribunal or before any competent authority against Lessee or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance property or assets which challenges the Documents or any of this Agreement the transactions contemplated hereunder or which may have been obtained and remain in full force and a material adverse effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to on the financial condition or filing with, any governmental authority or regulatory body is required for such execution, delivery or performancebusiness of Lessee; and 37.1.6. There is no proceeding pending (v) The financial statements and other information furnished and to be furnished to Lessor by Lessee are and shall be true and correct in all material respects, and since the date that such financial statements or threatened against it at law information were prepared, there has not been any material adverse change in Lessee’s business or in equitycondition, financial or before otherwise. (b) If any governmental instrumentality person guarantees payment or in performance by Lessee of any arbitration, which would materially impair its ability to perform its liabilities or obligations of Lessee under this AgreementAgreement or any Schedule (a "Guarantor"), the preceding representations, warranties and there is no covenants shall be deemed to be made by Lessee on behalf of such proceeding pending against it which purports or is likely Guarantor as if such Guarantor were named in addition to affect the legality, validity or enforceability of this AgreementLessee therein.

Representations and Warranties of Lessee. ‌Lessee makes each of the following representations and warranties to Lessor on the date hereof and on the date of execution of each Schedule. 37.1(a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents"). Lessee represents and warrants to Lessor that: 37.1.1. It is a corporation duly organized and validly existing under the laws of the state specified in the first paragraph hereof, duly qualified to do business wherever necessary to carry on its jurisdictionpresent business and operations, incorporation including the jurisdiction(s) where the Garage Location of the Vehicles is or establishment;is to be located, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect. 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents shall not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Vehicles pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee shall have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Vehicles shall remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect shall be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Vehicles shall at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the “Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee’s Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee’s exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents hereby represents, warrants and warrants covenants to Lessor thatthat on the date of this Lease and at all times during the Term of this Lease: 37.1.1. It (a) Lessee has adequate power and capacity to enter into, and perform under, this Lease and all related documents (together, the "Documents") and is duly organized qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute an Event of Default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Aircraft pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Lease) to which Lessee is a party. (e) There are no suits or proceedings pending or, to the best knowledge of Lessee, threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under this Lease. (f) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and since the date of the most recent financial statement, there has been no material adverse change. (g) Lessee is and will be at all times validly existing and in good standing under the laws of the State of its jurisdictionincorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "Citizen of the United States" within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, incorporation reorganize or establishment;merge with any other corporation or entity (in any transaction pursuant to which Lessee is not the surviving entity),or sell, convey, transfer or lease all or substantially all of its property during the Term of this Lease. 37.1.2. It has (h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the power and Uniform Commercial Code) of Lessee is located at the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executedaddress set forth above, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location. (i) A copy of this Lease, and binding obligation a current and valid AC Form 8050-l will be kept on the Aircraft at all times during the Term of it enforceable against it this Lease. (j) Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any computerized maintenance records) pertaining to the Aircraft and engines and their maintenance during the Term in accordance with FAA rules and regulations. (l) Lessee shall not operate the covenants, conditions, obligations, and agreements contained herein, subject Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles the first flight of equity regardless of whether enforcement is sought in a proceeding in equity or at law;the Aircraft under this Lease. 37.1.4. Its execution and delivery (n) Throughout the Term of this Agreement and its performance of its obligations hereunder do Lease, Lessee will not use or operate and will not constitute permit the Aircraft to be used or result operated "predominately" outside the United States as that phrase is used in Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended. (o) Lessee agrees that it will at all times maintain the following: (i) a default under, a breach or violation of, or ratio of EBITDA to Interest Expense of not less the creation ratio set forth below during the period corresponding thereto (to be measured as of the last day of any lien or encumbrance on any applicable fiscal quarter of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreement.Lessee):

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdictions) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied except in the case of unaudited financial statements, for the absence of footnotes. Since the date of the most recent financial statement, there has been no material adverse change in the business, operations or condition (financial or otherwise) of the Lessee. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee Xxxxxx represents and warrants to Lessor thatas of the Agreement Date and as of each Lease Date as follows: 37.1.1. It (a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and validly existing under the Constitution and laws of its jurisdictionthe State, incorporation or establishment; 37.1.2. It has and is authorized under the power Constitution and laws of the authority State to enter into this Agreement, each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement;each Lease. 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its (b) The execution and delivery of this Agreement and its performance each Lease have been duly authorized by all necessary action of its obligations hereunder do not Xxxxxx’s governing body and will not constitute or result such action is in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-compliance with all public bidding and other State and federal laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any this Agreement, each Lease and the acquisition and financing of its Property;the Equipment by Lessee. 37.1.5. All consents(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of Lessee, authorizations, and approvals requisite for its enforceable against Lessee in accordance with their respective terms. (d) The execution, delivery, delivery and performance of this Agreement have been obtained and remain in full force and effect and all covenantseach Lease by Lessee shall not (i) violate any State or federal law or local law or ordinance (including, conditionswithout limitation, obligationsany public bidding, open meeting, notice, and agreements contained herein have been duly complied withprocurement requirements), and no or any order, writ, injunction, decree, or regulation of any court or other action bygovernmental agency or body applicable to Lessee, and no notice to or filing with(ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, any governmental authority note, bond, mortgage, indenture, agreement, deed of trust, lease or regulatory body other obligation to which Lessee is required for such execution, delivery or performance; andbound. 37.1.6. (e) There is no proceeding pending action, suit, proceeding, claim, inquiry or threatened against it investigation, at law or in equity, before or before by any governmental instrumentality court, regulatory agency, public board or in body pending or, to the best of Xxxxxx’s knowledge, threatened against or affecting Lessee, challenging Xxxxxx’s authority to enter into this Agreement or any arbitration, which Lease or any other action wherein an unfavorable ruling or finding would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to adversely affect the legality, validity or enforceability of this AgreementAgreement or any Lease. (f) Lessee will furnish Lessor (i) within 180 days after the end of each Fiscal Year of Lessee, a copy of its audited financial statements for such Fiscal Year, which audited financial statements shall include a balance sheet, a statement of revenues, expenses and changes in fund balances for budget and actual, a statement of cash flows, notes, schedules and any attachments to the financial statements; (ii) no later than 10 days prior to the end of each Fiscal Greater Naples Fire / Flagstar Public Funding Corp. Page 4 of 11 Equipment Lease-Purchase Agreement January 16, 2024 Year (commencing with the current Fiscal Year), a copy of Xxxxxx’s current budget or other proof of appropriation for the ensuing Fiscal Year; (iii) promptly after Lessor’s written request, a copy of any interim updates or modifications to Lessee’s adopted budget and such other information relating to Xxxxxx’s ability to continue the Lease Term of each Lease for such Fiscal Year as may be reasonably requested by Lessor; and (iv) promptly, but not later than 30 days after such information is available, after Xxxxxx’s written request, such other financial statements and information as Lessor may reasonably request, including, without limitation, any information relating to the measurement and verification of proposed or guaranteed energy savings, if applicable. The financial statements described in clause (f)(i) shall be accompanied by an unqualified opinion of Xxxxxx’s auditor. Credit information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns. Lessee will have been deemed to have complied with this covenant so long as the financial information required hereunder is provided in a readily available and free of charge on-line or electronic format. (g) Lessee or Lessee’s governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and payable during such current Fiscal Year. (h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease Term and to pay all Rental Payments relating thereto.

Representations and Warranties of Lessee. ‌ 37.1. Effective as of the Closing Date, the Lessee represents and warrants to Lessor each of the other parties hereto that: 37.1.1. It (a) the execution, delivery and performance of the Operative Documents to which the Lessee is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement a party has been duly authorizedauthorized by all necessary corporate action, executed, and delivered by it and, assuming when executed and delivered, the due authorization, execution and delivery hereof by Operative Documents to which the other parties hereto, constitutes Lessee is a party will constitute legal, valid, valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantstheir respective terms, conditions, obligations, and agreements contained herein, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditor’s rights generally, creditors generally and subject, as to enforceability, to by general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at lawequity; 37.1.4. Its (b) the Lessee is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America, the Lessee has full corporate power and authority to execute and deliver, and to perform its obligations under, the Operative Documents to which it is a party, and the Lessee is duly qualified to do business in each state in which a Property is located; (c) the execution and delivery by the Lessee of this Agreement the Operative Documents to which it is a party and its performance by it of its obligations hereunder thereunder: (i) are within its powers and authority; (ii) do not and will not constitute violate any Applicable Laws and Regulations (as any of the same may be applicable or applied to the Lessee) and do not and will not conflict with, or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its corporate charter or by-laws (or equivalent organizational documents), or any material indenture, mortgage, conditional sale, loan or credit agreement or other agreement, instrument, law, ordinance, regulation, judgment, injunction, instrument or order applicable agreement to which it is a party or by which it or any of its Propertyproperty or assets are bound or result in the imposition of any Lien on it or any of its property or assets; provided that no representation is made as to securities laws or the offering or sale of the Notes or the Certificates; and (iii) do not require the consent or approval of the Lessee's stockholders or the holders of indebtedness of the Lessee; 37.1.5(d) no Event of Loss, Event of Taking, Condemnation or material Casualty has occurred and, to the Lessee's Actual Knowledge, no Event of Taking or material Condemnation is threatened, in each case with respect to the Properties; (e) the name of the Lessee is "Bank of America, N. A. The location of the Lessee for the purpose of filing any financing or continuation statement under Article 9 of the UCC is North Carolina. All consentsThe principal place of business of the Lessee and the offices where it keeps its records concerning the Properties and the transactions contemplated hereby are located at: Bank of America, authorizationsX.X. XxxxxXxxxxxx Xxxxxxxx Xxxxxxxxx, and approvals requisite for its executionXxxxx Xxxxxxxx 00000 Attention: Real Estate Services, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performanceNC-01-06-11; and 37.1.6. There (f) Lessee is no proceeding pending not an "investment company" or threatened against it at law a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (g) the persons listed in the definition of "Lessee's Actual Knowledge" include all asset managers of the Properties and in-house counsel of the Lessee with responsibility for one or more Properties; and (h) the Lessee satisfies the Rating Test and may self-insure in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect accordance with the legality, validity or enforceability terms of this AgreementArticle 11 of the Lease.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor that: 37.1.1. It (a) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly organized authorized to execute and validly existing under the laws of its jurisdictiondeliver this Amendment, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement hereunder and to pay any rents, fees, or other payments required under this Agreementthereunder; 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming Lessee and constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, valid and binding obligation of it Lessee enforceable against it in accordance with the covenantsits terms, conditions, obligations, and agreements contained herein, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, and moratorium or other similar laws affecting creditor’s creditors' rights generally, generally and subject, as subject to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at lawequity; 37.1.4. Its (c) The execution and delivery by Lessee of this Amendment will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, omission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; and (d) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Agreement Amendment and its performance the consummation by Lessee of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein transactions contemplated hereby have been duly complied with, and no other action by, and no notice to obtained or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementwaived.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each consolidated Balance Sheet and consolidated Statement of Income of Courier Corporation delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such consolidated Balance Sheet and consolidated Statement of Income, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. (a) Lessee represents represents, warrants and warrants covenants to Lessor at the time Lessee enters into this Agreement and each Schedule that: 37.1.1. It (i) Lessee is an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction of its jurisdiction, incorporation organization and in all jurisdictions with respect to which its ownership or establishmentits conduct of business or leasing of property requires such qualification; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its (ii) The execution and delivery of and performance under this Agreement Agreement, any Schedules, Certificates of Incumbency or other documents related to a Lease (”Documents”) to which Lessee is a party have been authorized by all necessary action, and have been executed and delivered on Lessee's behalf by persons duly authorized in that regard. The Documents constitute legal, valid and binding agreements of Lessee, enforceable against Lessee in accordance with their respective terms except as limited by bankruptcy or other similar laws; (iii) The execution and delivery of or performance under the Documents do not contravene Lessee’s charter or bylaws or any law, regulation, order, writ, decree, judgment, or other form of prohibition of which Lessee is aware is binding on it or its performance of its obligations hereunder do assets; and does not and will not contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of a lien upon the Products under any lien or encumbrance on any of its Property undermaterial indenture, its charter or by-laws (or equivalent organizational documents)mortgage, contract, or other instrument to which it is a party or by which it or its assets are bound; (iv) To the best of Lessee’s knowledge, there is no action, suit or proceeding pending or, to the knowledge of Lessee, threatened in any other agreement, instrument, law, ordinance, regulation, judgment, injunction, court or order applicable to it tribunal or before any competent authority against Lessee or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance property or assets which challenges the Documents or any of this Agreement the transactions contemplated hereunder or which may have been obtained and remain in full force and a material adverse effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to on the financial condition or filing with, any governmental authority or regulatory body is required for such execution, delivery or performancebusiness of Lessee; and 37.1.6. There is no proceeding pending (v) The financial statements and other information furnished and to be furnished to Lessor by Lessee are and shall be true and correct in all material respects, and since the date that such financial statements or threatened against it at law information were prepared, there has not been any material adverse change in Lessee’s business or in equitycondition, financial or before otherwise. (b) If any governmental instrumentality person guarantees payment or in performance by Lessee of any arbitration, which would materially impair its ability to perform its liabilities or obligations of Lessee under this AgreementAgreement or any Schedule (a "Guarantor"), the preceding representations, warranties and there is no covenants shall be deemed to be made by Lessee on behalf of such proceeding pending against it which purports or is likely Guarantor as if such Guarantor were named in addition to affect the legality, validity or enforceability of this AgreementLessee therein.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date, Lessee represents and warrants to the Lessor that:as follows. 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee's condition, financial or otherwise, or Lessee's prospects or the Leased Property;. 37.1.5. All consents(d) Except for the Required Approvals to use and operate the Bellflower Facility and the Downey Facility for their Primary Intended Use, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action byconsent, and no notice to approval or other authorization of, or registration, declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) Subject to Lessee's receipt of the Required Approvals, the execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date of this Lease and at all times during the Term of this Lease: 37.1.1. It (a) Lessee has adequate power and capacity to enter into, and perform under, this Lease and all related documents (together, the "Documents") and is duly organized qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with aspect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and Performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Aircraft pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Lease) to which Lessee is a party. (e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under this Lease. (f) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and since the date of the most recent financial statement, there has been no material adverse change. (g) Lessee is and will be at all times validly existing and in good standing under the laws of the State of its jurisdictionincorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "Citizen of the United States" within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, incorporation reorganize or establishment;merge with any other corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Term of this Lease. 37.1.2. It has (h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the power and Uniform Commercial Code) of Lessee is located at the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executedaddress set forth above, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location. (i) A copy of this Lease, and binding obligation a current and valid AC Form 8050-1 will be kept on the Aircraft at all times during the Term of it enforceable against it this Lease. (j) Lessee has selected the Aircraft manufacturer and vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any computerized maintenance records) pertaining to the Aircraft and engines and their maintenance during the Term in accordance with FAA rules and regulations. (l) Lessee shall not operate the covenants, conditions, obligations, and agreements contained herein, subject Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles the first flight of equity regardless of whether enforcement is sought in a proceeding in equity or at law;the Aircraft under this Lease. 37.1.4. Its execution and delivery (n) Throughout the Term of this Agreement and its performance of its obligations hereunder do Lease, Lessee will not use or operate and will not constitute permit the Aircraft to be used or result operated "predominately" outside the United States as that phrase is used in a default under, a breach or violation of, or Section 168(g)(1)(A) of the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementCode.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"), Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. (NOTE: Steve DIXON PLEASE NOTE FOR CALIFORNIA LICENSE IF IT HAS NOT BEEN OBTXXXXX) 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section l(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the “Documents”). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee’s organizational documents; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee’s exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date hereof, Lessee represents and warrants to the Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property;. 37.1.5. All consents(d) No consent, authorizationsapproval or other authorization of, and approvals requisite for its executionor registration, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof: 37.1.1. It (a) Lessee has adequate power and capacity to enter into, and perform under, this Lease and all related documents (together, the "Documents") and is duly organized qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (1) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's articles of incorporation, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which would preclude Lessee from entering into this Lease. (f) Lessee is and will be at all times validly existing and in good standing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance state of its obligations hereunder do not and will not constitute or result incorporation (specified in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability first sentence of this Agreement) and is in good standing and qualified as a foreign corporation in (i) each jurisdiction in which the Equipment is or will be located and (ii) in such jurisdictions where Lessee's ownership or lease of property or the conduct of its business requires it to be so qualified.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the “Documents”). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee’s Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement, (f) The Equipment accepted under any Certificate of Acceptance is and there will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. S (h) Lessee’s exact legal name is no such proceeding pending against it which purports as set forth in the first sentence of this Agreement and Lessee is and will be at all times validly existing and in good standing under the laws of the State of its incorporation or is likely to affect organization (specified in the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section l(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided adversely will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with GAAP consistently applied, and since the date of the most recent such financing statement, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date hereof, each Lessee represents and warrants to the Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property;. 37.1.5. All consents(d) No consent, authorizationsapproval or other authorization of, and approvals requisite for its executionor registration, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of such party; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee. (f) As of the Effective Date, Lessee has delivered to Lessor a validly-issued license from the applicable government authority to operate the Springtree Facility for its Primary Intended Use and for all other uses (if any) contemplated under the Master Lease in conformance with all Legal Requirements (as defined in the Springtree Facility Contract of Acquisition). Notwithstanding anything to the contrary in the Master Lease, as hereby amended, or any of the other Transaction Documents, including the Springtree Facility Contract of Acquisition, a failure by Lessee to obtain the license described in this section shall constitute an Event of Default and a Put Event with respect to the Springtree Facility under the Master Lease, as hereby amended.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "Documents"), Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and there is no such proceeding pending against it which purports or is likely to affect will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants warranties to Lessor thaton the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS"). Lessee is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property (other than any software constituting Equipment). (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied (or applicable statutory accounting principles, as the case may be). Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and there Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement).

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents makes each of the following representations and warrants to Lessor that:on the date hereof and on the date of execution of each Schedule. 37.1.1(a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "document"). It Lessee is duly organized qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The document have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgement, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, constitute a default under or result in the creation on any lien, charge, security interest or other encumbrance upon any indenture, mortgage, deed, of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which if decided against Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under this agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of the most recent financial statement, there has been no material adverse change. (h) Lessee is and will be at all times validly existing and in good standing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance State of its obligations hereunder do not and will not constitute or result incorporation (specified in a default under, a breach or violation of, or the creation of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It (a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents") and is duly organized qualified to do business wherever necessary to carry on its present business and validly existing operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws and equitable principles. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the laws entry into or performance by Lessee of its jurisdiction, incorporation or establishment;the Documents except such as have already been obtained. 37.1.2. It has the power and the authority to enter (d) The entry into and perform performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's articles of incorporation, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Lessee is a party including, without limitation, the Indenture or the Revolver. (e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which, if successful, would have a material adverse effect on Lessee or the ability of Lessee to fulfill its obligations under this Agreement or which seek to set aside, restrain, enjoin or prevent the completion and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has been duly authorized, executed, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery consummation of this Agreement or the transactions contemplated hereby. (f) The Equipment accepted under any Certificate of Acceptance is and its performance will remain tangible personal property. (g) [RESERVED] (h) Lessee is duly incorporated and will be at all times validly existing and in good standing under the laws of the state of its obligations hereunder do not incorporation (specified in the first sentence of this Agreement). Lessee's Federal Employer Identification Number and will not constitute Organizational Number are as specified in the Equipment Schedule and Lessee shall give Lessor prior written notice of any change of Lessee's name or result in a default under, a breach or violation ofjurisdiction of organization, or of the creation "location" (as such term is used in Article 9 of the UCC) of Lessee, from its present location. (i) Upon the filing in the office of the Secretary of State of the State of Delaware of UCC Financing Statements describing Lessor, as secured party, and Lessee, as debtor, and the Equipment as collateral, Lessor shall have a first priority perfected lien on and security interest under the UCC in the Equipment. (j) No item of the Equipment is subject to the motor vehicle titling provisions of any lien or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, applicable state law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to certificate of title has been or filing with, any governmental authority or regulatory body is required to be issued with respect to any item of the Equipment. (k) The Equipment will at all times be used for such execution, delivery commercial or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this Agreementbusiness purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants for the benefit of Lessor and its assigns, and will provide supporting documents to Lessor the effect that, as of the time of execution of the Master Lease and each Schedule: 37.1.1. It (a) Lessee is duly an entity as described on page 1 hereof and is organized and validly existing under and by virtue of the laws authorizing statue or constitutional provisions of its jurisdiction, incorporation or establishment;state of incorporation. 37.1.2. It has the power and the authority to enter into and perform its obligations under this (b) The Master Lease Agreement and to pay any rents, fees, or other payments required under this Agreement; 37.1.3. This Agreement has each Schedule have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes constitute a legal, valid, legal and binding obligation agreement of it Lessee, enforceable against it in accordance with its terms, except as enforceability may be limited by state or federal statutes affecting the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general of creditors generally or application of equitable principles of equity regardless of whether enforcement is sought in a proceeding in equity or at lawif equitable remedies are sought; 37.1.4. Its execution and delivery (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessee of this Master Lease Agreement or any Schedule; (d) The entering into and its performance of its obligations hereunder do not and the Master Lease Agreement or any Schedule will not constitute violate any judgment, order, law or regulation applicable to Lessee, or result in any breach of, or constitute a default under, a breach or violation result in the creation of, any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the creation of Equipment or pursuant to any lien instrument to which Lessee is a party or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to by which it or any its assets may be bound (e) To the best of its Property; 37.1.5. All consentsLessee's knowledge and belief, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and there are no other action by, and no notice to suits or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any regulatory commission, arbitral tribunal, board or other administrative or governmental instrumentality body against or in any arbitrationaffecting Lessee, which would materially impair its if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreementthe Master Lease Agreement or any Schedule. (f) The Equipment will be free and clear of all liens, encumbrances and there is no such proceeding pending against it which purports security interests, except those in favor of Lessor or is likely to affect the legality, validity or enforceability of this Agreementits assigns.

Representations and Warranties of Lessee. ‌ 37.1. As of the Effective Date hereof, Lessee represents and warrants to Lessor thatas follows: 37.1.1. It (a) Lessee is duly organized and validly existing under the laws of its jurisdictionstate of organization/formation, incorporation or establishment; 37.1.2. It is qualified to do business and in good standing in the State and has the power full power, authority and the authority legal right to enter into execute and perform its obligations under deliver this Agreement Amendment and to pay any rents, fees, or other payments required under perform and observe the provisions of this Agreement;Amendment to be observed and/or performed by Lessee. 37.1.3. (b) This Agreement Amendment has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and constitutes and will constitute the valid and binding obligation obligations of it Lessee enforceable against it Lessee in accordance with the covenantsits terms, conditionsexcept as such enforceability may be limited by creditors rights, obligations, laws and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement equity. (c) Lessee is sought solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in a proceeding default in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute or result in a default under, a breach or violation of, or the creation payment of any lien taxes levied or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it assessed against Lessee or any of its assets, or subject to any judgment, order, decree, rule or regulation of any governmental authority which would, in each case or in the aggregate, adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property;. 37.1.5. All consents(d) No consent, authorizationsapproval or other authorization of, and approvals requisite for its executionor registration, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to declaration or filing with, any governmental authority or regulatory body is required for such execution, the due execution and delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equityof this Amendment, or before any governmental instrumentality for the performance by or in any arbitration, which would materially impair its ability to perform its obligations under this Agreement, and there is no such proceeding pending against it which purports or is likely to affect the legality, validity or enforceability of this AgreementAmendment against Lessee. (e) The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any governmental authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any obligation of Lessee.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents and warrants to Lessor ---------------------------------------- that: 37.1.1. It (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its jurisdictionincorporation; (b) the execution, incorporation or establishment; 37.1.2. It has delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the power and part of Lessee, (2) do not require the authority to enter into and perform its obligations under this Agreement and to pay approval of any rentsstockholder, feespartner, trustee, or other payments required under this Agreement; 37.1.3. This Agreement has holder of any obligations of Lessee except such as have been duly authorized, executedobtained, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid, and binding obligation of it enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute or result in a default under, a breach or violation of, or result in the creation of any lien or encumbrance on any upon the property of its Property Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its charter property is bound; (c) the Lease Documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereof; (d) there are no actions or by-laws (proceedings to which Lessee is a party, and there are no other threatened actions or equivalent organizational documents)proceedings of which Lessee has knowledge, before any Governmental Authority, which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any the ability of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding pending or threatened against it at law or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair its ability Lessee to perform its obligations hereunder; (e) Lessee is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and not fixtures; (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; ________________________________________________________________________________ (h) the address stated above is the chief place of business and chief executive office, or in the case of individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or fictitious name; (j) the Equipment is being leased hereunder solely for business purposes and that no item of Equipment will be used for personal, family or household purposes; (k) except as previously disclosed in writing to Lessor, neither Lessee nor any of its officers or directors (if a corporation), partners (if a partnership) or members (if a limited liability corporation) has, directly or indirectly, any financial interest in the Supplier; and (1) so long as this Lease is in effect, Lessee shall comply with the financial covenants as set forth in that certain Second Amended and Restated Credit Agreement dated as of March 7,2000 (as amended from time to time, the ("Agreement") made among THE IT GROUP, INC. (formerly known as International Technology Corporation), a Delaware corporation (the "Company"), it corporation, A California corporation and a wholly-owned subsidiary of the Company ("ITC"), OHM Corporation, an Ohio corporation and a wholly-owned subsidiary of the Company ("OHM") OHM REMEDIATION SERVICES CORP., an Ohio corporation and wholly-owned subsidiarv of OHM ("OHM Remediation"), BENECO ENTERPRISES, INC., a Utah corporation and wholly-owned Subsidiary of OHM ("Beneco"), the institution from time to time thereto as Lenders, whether by execution of the Agreement or an Assignment and Acceptance, the institutions from time to time party thereto as Issuing Banks, whether by execution of the Agreement or an Assigrunent and Acceptance, CITICORP USA, INC., a Delaware corporation ("Citicorp"), in its capacity as admirdstrative agent and collateral agent for the Lenders and the Issuing Banks, FLEET NATIONAL BANK, a national banking association ("Fleet"), in its capacity as documentation agent for the Lenders and the Issuing Banks and ROYAL BANK OF CANADA and CREDIT LYONNAIS NEW YORK BRANCH, in their respective capacities as co-agents (the "Co-Agents"). Any failure of Lessee to comply fully with the covenants as set forth in the Agreement (including any modifications thereof made from time to time) shall be a default under this AgreementLease and any other loan, and there is no such proceeding pending against it which purports lease or is likely to affect the legalitycredit agreement or any acquisition or purchase agreement with PNCLLC, validity or enforceability of this Agreementits affiliates and/or subsidiaries, including without lin-fitation PNC Bank, National Association.

Representations and Warranties of Lessee. ‌ 37.1. Lessee represents hereby represents, warrants and warrants covenants to Lessor thatthat on the date of this Lease and at all times during the Term of this Lease: 37.1.1. It (a) Lessee has adequate power and capacity to enter into, and perform under, this Lease and all related documents (together, the "Documents") and is duly organized qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) The Documents have been duly authorized, executed and delivered by Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute an Event of Default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Aircraft pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Lease) to which Lessee is a party. (e) There are no suits or proceedings pending or, to the best knowledge of Lessee, threatened in court or before any commission, board or other administrative agency against or affecting Lessee, which will have a material adverse effect on the ability of Lessee to fulfill its obligations under this Lease. (f) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and since the date of the most recent financial statement, there has been no material adverse change. (g) Lessee is and will be at all times validly existing and in good standing under the laws of the State of its jurisdictionincorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "Citizen of the United States" within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, incorporation reorganize or establishment; 37.1.2. It has merge with any other corporation or entity (in any transaction pursuant to which Lessee is not the power and the authority to enter into and perform its obligations under this Agreement and to pay any rents, feessurviving entity), or other payments required under sell, convey, transfer or lease all or substantially all of its property during the Term of this Agreement;Lease. 37.1.3. This Agreement has been duly authorized, executed(h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is located at the address set forth above, and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location. (i) A copy of this Lease, and binding obligation a current and valid AC Form 8050-l will be kept on the Aircraft at all times during the Term of it enforceable against it this Lease. (j) Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any computerized maintenance records) pertaining to the Aircraft and engines and their maintenance during the Term in accordance with FAA rules and regulations. (l) Lessee shall not operate the covenants, conditions, obligations, and agreements contained herein, subject Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles the first flight of equity regardless of whether enforcement is sought in a proceeding in equity or at law;the Aircraft under this Lease. 37.1.4. Its execution and delivery (n) Throughout the Term of this Agreement and its performance of its obligations hereunder do Lease, Lessee will not use or operate and will not constitute permit the Aircraft to be used or result operated "predominately" outside the United States as that phrase is used in Section 168(g)(1)(A) of the Internal Revenue Code of 1986, as amended. (o) Lessee agrees that it will at all times maintain the following: (i) a default under, a breach or violation of, or ratio of EBITDA to Interest Expense of not less the creation ratio set forth below during the period corresponding thereto (to be measured as of the last day of any lien or encumbrance on any applicable fiscal quarter of its Property under, its charter or by-laws (or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable Lessee): At all times from the date hereof through 1/31/03 2.25 to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and 1.0 At all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice times thereafter through 1/31/04 2.50 to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance1.0 At all times thereafter through 1/31/05 2.75 to 1.0 At all times thereafter 3.00 to 1.0; and 37.1.6(ii) a ratio of EBITDA to Total Debt of not less the ratio set forth below during the period corresponding thereto (to be measured as of the last day of any applicable fiscal quarter of Lessee): At all times from the date hereof through 4/30/02 5.25 to 1.0 At all times thereafter through 1/31/03 5.50 to 1.0 At all times thereafter through 4/30/03 5.00 to 1.0 At all times thereafter through 7/31/03 4.75 to 1.0 At all times thereafter through 7/31/04 4.50 to 1.0 At all times thereafter 4.25 to 1.0 (iii) For purposes of this subsection (o), the capitalized terms used above, as well as any defined terms used therein or otherwise used to determine the above capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC. There is no proceeding pending or threatened against it at law or in equityand BANKERS TRUST COMPANY, or before any governmental instrumentality or in any arbitrationas Syndication Agents, which would materially impair its ability to perform its obligations under this AgreementBANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and XXXXXXX XXXXX XXXXXX INC., as Lead Arrangers and Book Managers, and there the Lenders, Co-Documentation Agents, Senior Managing Agents and Co-Agent named therein, dated as of August 22, 2001 (herein, the "Lessee Credit Agreement"), as such Lessee Credit Agreement is no such proceeding pending against it which purports or is likely to affect in effect on the legality, validity or enforceability date of this AgreementLease. Lessee hereby agrees that no amendment to the Lessee Credit Agreement in respect of the Financial Covenant Definitions shall have any force or effect hereunder unless and until such proposed amendment is delivered in writing to Lessor and Lessor consents thereto in writing.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: 37.1.1. It is duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It (a) Lessee has the adequate power and the authority capacity to enter into into, and perform its obligations under under, this Agreement and all related documents (together, the "DOCUMENTS") and is duly qualified to pay any rentsdo business wherever necessary to carry on its present business and operations, fees, including the jurisdiction(s) where the Equipment is or other payments required under this Agreement;is to be located. 37.1.3. This Agreement has (b) The Documents have been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution Lessee and delivery hereof by the other parties hereto, constitutes a legal, constitute valid, legal and binding obligation of it agreements, enforceable against it in accordance with their terms, except to the covenantsextent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, conditionsconsent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. 5 (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, obligationsorder, and agreements contained hereinlaw or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or ( ii) result in any breach of, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in constitute a proceeding in equity or at law; 37.1.4. Its execution and delivery of this Agreement and its performance of its obligations hereunder do not and will not constitute default under or result in a default under, a breach or violation of, or the creation of any lien lien, charge, security interest or other encumbrance on upon any Equipment pursuant to any indenture, mortgage, deed of its Property undertrust, its charter bank loan or by-laws credit agreement or other instrument (other than this Agreement) to which Lessee is a party. (e) There are no suits or equivalent organizational documents), or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, or order applicable to it or any of its Property; 37.1.5. All consents, authorizations, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such execution, delivery or performance; and 37.1.6. There is no proceeding proceedings pending or threatened against it at law or in equity, court or before any governmental instrumentality commission, board or in any arbitrationother administrative agency against or affecting Lessee, which would materially impair its if decided adversely will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. (g) Each financial statement delivered to Lessor has been prepared in accordance with GAAP consistently applied, and since the date of the most recent such financing statement, there has been no material adverse change. (h) Lessee is no such proceeding pending against it which purports or is likely to affect and will be at all times validly existing and in good standing under the legality, validity or enforceability laws of the State of its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes.

Representations and Warranties of Lessee. ‌ 37.1. Lessee hereby represents and warrants to Lessor that: 37.1.1. It (i) Lessee is a corporation duly organized and validly existing under the laws of its jurisdiction, incorporation or establishment; 37.1.2. It has the State of Florida with full power and the authority to enter into execute, deliver, and to perform all of its obligations under this Agreement and each of the Lease Documents to pay any rents, fees, or other payments required under this Agreementwhich it is a party; 37.1.3. This Agreement (ii) each of the Lease Documents to which Lessee is a party has been duly authorized, executed, executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, validLessee, and each of the Lease Documents to which it is a party, when duly executed and delivered, will constitute its legally valid and binding obligation of it obligations enforceable against it in accordance with the covenants, conditions, obligations, and agreements contained herein, subject to applicable bankruptcy, insolvency, and similar laws affecting creditor’s rights generally, and subject, as to enforceability, to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at lawtheir respective terms; 37.1.4. Its (iii) neither the execution and delivery by Lessee of this Agreement and its each of the Lease Documents to which it is a party nor the performance by it of any of its obligations hereunder do not thereunder, nor the compliance by it with the terms and conditions thereof, will not constitute violate, conflict with or result in any breach of any terms, conditions or provisions of, or constitute a default under, a breach any law, administrative regulation or violation of, court judgment or the creation of any lien decree applicable to it or encumbrance on any of its Property under, its charter or by-laws (or equivalent organizational documents), pursuant to which it was organized or any other agreement, instrument, law, ordinance, regulation, judgment, injunction, agreement or order applicable instrument to which it is a party or by which it or any of its Propertyproperty is bound, or result in the creation or imposition of any Lien on any of its properties or assets (other than any Lien arising pursuant to any of the Lease Documents to which it is a party); 37.1.5. All consents(iv) neither the execution and delivery nor the performance by Lessee of any of the Lease Documents to which it is a party requires any consent or approval of, authorizationsthe giving of notice to, and approvals requisite for its execution, delivery, and performance of this Agreement have been obtained and remain in full force and effect and all covenants, conditions, obligations, and agreements contained herein have been duly complied registration with, and no or taking of any other action by, and no notice to or filing with, in respect of any governmental authority or regulatory body agency in the United States or any other jurisdiction; (v) Lessee is required for such execution, delivery not a party to any agreement or performance; and 37.1.6. There is no proceeding pending instrument or threatened against it at law subject to any other legal restriction which individually or in equity, or before any governmental instrumentality or in any arbitration, which would materially impair the aggregate are likely to have a material and adverse effect on its ability to perform its obligations under this Agreementany of the Lease Documents to which it is a party; (vi) there are no pending or threatened actions or proceedings before any court, governmental or administrative agency or arbitral body, which actions or proceedings could, if adversely determined, have a material and there adverse effect on its financial condition, business or operations or which could have a material and adverse effect on its ability to perform its obligations under any of the Lease Documents to which it is no such proceeding pending against it which purports or is likely a party; (vii) On the Delivery Date, Lessee will be a Certificated Air Carrier holding all licenses, certificates and authorizations required by applicable Law to affect engage in the legality, validity or enforceability business of this Agreement.regularly scheduled carriage of persons and property within the United States;