Common use of Representations and Warranties - Seller Clause in Contracts

Representations and Warranties - Seller. Seller represents, warrants and agrees that: (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of New Jersey and has the corporate power to execute, deliver, and perform its obligations under this Agreement; (b) Seller is duly qualified to do business in such states in the United States where qualification is reasonably believed necessary for its business operations; (c) The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly authorized by any necessary corporate and shareholder action on the part of Seller enforceable against it in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency, or similar laws affecting the rights of creditors generally; (d) The execution, delivery and performance by Seller of this Agreement does not violate any provision of the articles of incorporation or bylaws of Seller or result in a material breach of or constitute a material default under any indenture or loan agreement or any other agreement, lease or instrument to which Seller is a party or by which it or its properties may be bound or affected; and (e) Each year within [C.I.] days of Sellers fiscal year end, Seller will provide or make available to ILC through the U.S. Securities and Exchange Commission's EDGAX xxxabase a statement of financial condition to ILC as of the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above information. (f) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASE, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODS.

Representations and Warranties - Seller. Seller represents, represents and warrants and agrees to Buyer that: (ai) Seller is a corporation limited partnership duly organized, organized and validly existing and in good standing under the laws of the state of New Jersey Delaware and it has the corporate power and authority to executeown its assets and carry on its business as presently carried on; (ii) the execution, deliverdelivery, and performance of the Purchase Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary limited partnership action of Seller; (iii) assuming the validity of execution and delivery by all parties other than Seller, the obligations of Seller under the Purchase Agreement and the Assignment Agreement when executed and delivered by Seller constitute or will constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of Seller's obligations under, and compliance with the provisions of, the Purchase Agreement or the Assignment Agreement by Seller will not violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order, judgment or decree of any governmental authority, agency or court to which Seller is subject; or (B) the charter documents or bylaws or resolution of the directors or shareholder of Seller or its partners; or any mortgage, charge, deed, contract or other undertaking or instrument binding on Seller; (v) on the Closing Date, the Seller is the sole owner of the Transferred Rights, which shall be conveyed to Buyer at Closing free and clear of any claims, liens, security interests, encumbrances, or rights of others of any nature whatsoever (except for Permitted Liens, other than Lessor Liens); (vi) on the Closing Date, Seller is the sole beneficial owner of the Trust Estate. At Closing, the Trust Estate is free and clear of any Liens except for Permitted Liens other than Lessor Liens; (vii) there are no pending or, to the knowledge of Seller, threatened actions, or proceedings against Seller before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Assignment Agreement on the Closing Date; (viii) Seller has not assigned, transferred or granted any rights or interest in the Trust Estate or any portion thereof (including any residual or remarketing rights) except as provided in the Lease; (ix) Seller is not in default under any term or provision under the Trust Agreement; (bx) Seller To Seller's knowledge, there are no outstanding contractual obligations of the Trust other than those owed as lessor under the Operative Documents (as defined in Appendix A to the Lease) to which Owner Trustee is duly qualified to do business in such states in the United States where qualification is reasonably believed necessary for its business operationsa party; (cxi) The executionSeller has not received any written notice from Lessee that would materially adversely affect the value of the Trust Estate or the Aircraft or the Lessee's ability to consummate the transactions contemplated by this Agreement; (xii) other than the consent of the Lessee and the FAA and such other consents and approvals that have been obtained (or will be obtained by Closing), delivery and performance of no other consents or approvals are required for Seller to perform its obligations under this Agreement and the transactions contemplated hereby have been duly authorized by any necessary corporate Assignment Agreement; and (xiii) with respect to the Lease: (A) To Seller's actual knowledge, the Lease is in full force and shareholder action on the part of Seller effect and is enforceable against it in accordance with its terms except terms; the Lease, as enforcement may be limited attached in Appendix A includes all amendments, supplements and modifications agreed by applicable bankruptcyLessor prior to the Closing Date, insolvency, or similar laws affecting and represents the rights entire agreement of creditors generallythe parties in respect thereof prior to the Closing Date; (dB) The executionNo Default or Event of Default under the Lease (and as defined under the Lease) with respect to Lessee's obligation to pay Basic Rent, delivery and performance by Seller to Seller's actual knowledge, no Event of this Agreement does not violate any provision of the articles of incorporation or bylaws of Seller or result in Default resulting from a material breach of or constitute a material default under any indenture or loan agreement or any other agreementLessee obligations, lease or instrument to which Seller has occurred, exists, is a party or by which it or its properties may be bound or affected; andpresently continuing other than the Lessee's Chapter 11 Case; (eC) Each year within [C.I.] days To Seller's actual knowledge, no Event of Sellers fiscal year endLoss (as defined in the Appendix A to the Lease) has occurred; (D) Seller has not received a written notice from Lessee that it has exercised any option or right to terminate the Lease; (E) To Seller's actual knowledge, Seller will provide or make available to ILC through Lessor has performed all of its obligations (including all payment obligations) which exist in favor of Lessee under the U.S. Securities Lease and Exchange Commissionis not in default of any of its obligations under the Lease.); (F) To Seller's EDGAX xxxabase a statement actual knowledge, there have been no prepayments of financial condition to ILC as of scheduled Basic Rent under the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above informationLease. (fG) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTSeller has not delivered, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASEand has not directed Owner Trustee to deliver, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODSa chattel paper original signed Lease to any third party in order to perfect an assignment for security of such Lease.

Representations and Warranties - Seller. Seller represents, represents and warrants and agrees to Buyer that: (ai) Seller is a corporation limited partnership duly organized, organized and validly existing and in good standing under the laws of the state of New Jersey Delaware and it has the corporate power and authority to executeown its assets and carry on its business as presently carried on; (ii) the execution, deliverdelivery, and performance of the Purchase Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary limited partnership action of Seller; (iii) assuming the validity of execution and delivery by all parties other than Seller, the obligations of Seller under the Purchase Agreement and the Assignment Agreement when executed and delivered by Seller constitute or will constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of Seller's obligations under, and compliance with the provisions of, the Purchase Agreement or the Assignment Agreement by Seller will not violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order, judgment or decree of any governmental authority, agency or court to which Seller is subject; or (B) the charter documents or bylaws or resolution of the directors or shareholder of Seller or its partners; or any mortgage, charge, deed, contract or other undertaking or instrument binding on Seller; (v) on the Closing Date, the Seller is the sole owner of the Transferred Rights, which shall be conveyed to Buyer at Closing free and clear of any claims, liens, security interests, encumbrances, or rights of others of any nature whatsoever (except for Permitted Liens other than Lessor Liens); (vi) on the Closing Date, Seller is the sole beneficial owner of the Trust Estate. At Closing, the Trust Estate is free and clear of any Liens except for Permitted Liens other than Lessor Liens; (vii) there are no pending or, to the knowledge of Seller, threatened actions, or proceedings against Seller before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Assignment Agreement on the Closing Date; (viii) Seller has not assigned, transferred or granted any rights or interest in the Trust Estate or any portion thereof (including any residual or remarketing rights) except as provided in the Lease; (ix) Seller is not in default under any term or provision under the Trust Agreement; (bx) Seller To Seller's knowledge, there are no outstanding contractual obligations of the Trust other than those owed as lessor under the Operative Documents (as defined in Appendix A to the Lease) to which Owner Trustee is duly qualified to do business in such states in the United States where qualification is reasonably believed necessary for its business operationsa party; (cxi) The executionSeller has not received any written notice from Lessee that would materially adversely affect the value of the Trust Estate or the Aircraft or the Lessee's ability to consummate the transactions contemplated by this Agreement; (xii) other than the consent of the Lessee and the FAA and such other consents and approvals that have been obtained (or will be obtained by Closing), delivery and performance of no other consents or approvals are required for Seller to perform its obligations under this Agreement and the transactions contemplated hereby have been duly authorized by any necessary corporate Assignment Agreement; and (xiii) with respect to the Lease: (A) To Seller's actual knowledge, the Lease is in full force and shareholder action on the part of Seller effect and is enforceable against it in accordance with its terms except terms; the Lease, as enforcement may be limited attached in Appendix A includes all amendments, supplements and modifications agreed by applicable bankruptcyLessor prior to the Closing Date, insolvency, or similar laws affecting and represents the rights entire agreement of creditors generallythe parties in respect thereof prior to the Closing Date; (dB) The executionNo Default or Event of Default under the Lease (and as defined under the Lease) with respect to Lessee's obligation to pay Basic Rent, delivery and performance by Seller to Seller's actual knowledge, no Event of this Agreement does not violate any provision of the articles of incorporation or bylaws of Seller or result in Default resulting from a material breach of or constitute a material default under any indenture or loan agreement or any other agreementLessee obligations, lease or instrument to which Seller has occurred, exists, is a party or by which it or its properties may be bound or affected; andpresently continuing other than the Lessee's Chapter 11 Case; (eC) Each year within [C.I.] days To Seller's actual knowledge, no Event of Sellers fiscal year endLoss (as defined in the Appendix A to the Lease) has occurred; (D) Seller has not received a written notice from Lessee that it has exercised any option or right to terminate the Lease; (E) To Seller's actual knowledge, Seller will provide or make available to ILC through Lessor has performed all of its obligations (including all payment obligations) which exist in favor of Lessee under the U.S. Securities Lease and Exchange Commissionis not in default of any of its obligations under the Lease; (F) To Seller's EDGAX xxxabase a statement actual knowledge, there have been no prepayments of financial condition to ILC as of scheduled Basic Rent under the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above informationLease. (fG) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTSeller has not delivered, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASEand has not directed Owner Trustee to deliver, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODSa chattel paper original signed Lease to any third party in order to perfect an assignment for security of such Lease.

Representations and Warranties - Seller. Seller representsrepresents and warrants to Purchaser, warrants as of the date of this Agreement, ach Closing Date and agrees thatPurchase Date, as follows: (a) Seller is a corporation duly organized, organized validly existing and in good standing under the laws of the state jurisdiction of New Jersey its formation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the corporate power states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to execute, deliver, conduct business of the type conducted by the Seller and perform its obligations under to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of each Mortgage loan in accordance with this Agreement;. (b) Seller is duly qualified has full corporate power and authority to do business execute and deliver this Agreement, to sell each Mortgage Loan as contemplated hereby, and to perform in such states in the United States where qualification is reasonably believed necessary for its business operations;accordance herewith. (c) The execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by any necessary Seller. (d) This Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) evidences the valid, binding and enforceable obligations of Seller, subject to bankruptcy laws and other similar laws of general application. All requisite corporate action has been taken by Seller to make this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) valid, binding and shareholder action on the part of Seller enforceable against it upon correspondent in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency, or similar laws affecting the rights of creditors generally;terms. (de) No consent or approval of the transactions contemplated by this Agreement from any federal or state governmental authority having jurisdiction over Seller or any other person or entity is required or, if required, such approval has been obtained. (f) The execution, execution and delivery and performance by Seller of this Agreement, the sale of the Mortgage Loans to Purchaser and the consummation of the transactions contemplated by this Agreement does are in the ordinary course of business of Seller and will not violate result in the breach or violation of any term or provision of the charter, articles of incorporation incorporation, regulations, by-laws or bylaws other organizational document of Seller or result in a material the breach or violation of any term or provision of or conflict with or constitute a material default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or any other agreement, lease or instrument to which Seller is a party or by which it or its properties may be bound property is subject, or affected; and (e) Each year within [C.I.] days result in the violation of Sellers fiscal year endany law, rule, regulation, order, judgment or decree to which Seller will provide or make available to ILC through the U.S. Securities and Exchange Commission's EDGAX xxxabase a statement any of financial condition to ILC as of the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above informationits property is subject. (fg) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTThere are no action, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASEsuits or other proceedings pending or, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODSto the best knowledge of Seller, threatened, at law or in equity, or by or before any judicial, legislative, executive or administrative court, agency or authority, or any arbitrator, which seeks damages by reason of, or seeks to prevent or hinder consummation of, the transactions contemplated hereby, or any Mortgage Loan, any Mortgage Loan Document, or any Mortgaged Property or which would materially adversely affect the business or condition of Seller or any borrower. (h) Seller has not in connection with this Agreement entered into any agreement, incurred any obligation, made any commitment or taken any action which might result in a claim for or an obligation to pay a sales or brokerage commission, finder’ s fee or similar fee or compensation with respect to this Agreement or the transactions contemplated hereby; Seller shall indemnify and hold Purchaser harmless from and against any claim of any broker, agent, finder or other person who makes any such claim. (i) Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any material untrue statement of fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading. (j) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage loans is not undertaken with the intent to hinder, delay or defraud any of the Seller’s creditors. (k) The Seller is an approved seller/servicer of conventional mortgage loans for FHMA and FHLMC In good standing and is a Mortgagee approved by the Secretary of HUD pursuant to Section 203 and 211 of the Act, with facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage loans. No event has occurred that would render the Seller unable to comply with FHMA or FHLMC eligibility requirements. (l) The Seller has between advised by its independent certified public accountants that under generally accepted accounting principles the transfer of the Mortgage Loans may be treated as a sale on the books and records of the Seller and the Seller has determined that the disposition of the Mortgage loans pursuant to this Agreement will be afforded sale treatment for accounting tax purposes.

Representations and Warranties - Seller. Seller represents, represents and warrants and agrees to Buyer that: (ai) Seller is a corporation limited partnership duly organized, organized and validly existing and in good standing under the laws of the state of New Jersey Delaware and it has the corporate power and authority to executeown its assets and carry on its business as presently carried on; (ii) the execution, deliverdelivery, and performance of the Purchase Agreement and the Assignment Agreement and the consummation of the transactions contemplated thereby have been (or by Closing will have been) duly authorized by all necessary limited partnership action of Seller; (iii) assuming the validity of execution and delivery by all parties other than Seller, the obligations of Seller under the Purchase Agreement and the Assignment Agreement when executed and delivered by Seller constitute or will constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency or similar laws respecting creditors' rights generally; (iv) the execution and delivery of, the performance of Seller's obligations under, and compliance with the provisions of, the Purchase Agreement or the Assignment Agreement by Seller will not violate in any respect any provision of, or cause a breach or default of: (A) any law or regulation or any order, judgment or decree of any governmental authority, agency or court to which Seller is subject; or (B) the charter documents or bylaws or resolution of the directors or shareholder of Seller or its partners; or any mortgage, charge, deed, contract or other undertaking or instrument binding on Seller; (v) on the Closing Date, the Seller is the sole owner of the Transferred Rights, which shall be conveyed to Buyer at Closing free and clear of any claims, liens, security interests, encumbrances, or rights of others of any nature whatsoever (except for Permitted Liens, other than Lessor Liens); (vi) on the Closing Date, Seller is the sole beneficial owner of the Trust Estate. At Closing, the Trust Estate is free and clear of any Liens except for Permitted Liens other than Lessor Liens; (vii) there are no pending or, to the knowledge of Seller, threatened actions, or proceedings against Seller before any court, arbitrator or administrative agency which, if adversely determined, would materially adversely affect the ability of Seller to perform its obligations under this Agreement or the Assignment Agreement on the Closing Date; (viii) Seller has not assigned, transferred or granted any rights or interest in the Trust Estate or any portion thereof (including any residual or remarketing rights) except as provided in the Lease; (ix) Seller is not in default under any term or provision under the Trust Agreement; (bx) Seller To Seller's knowledge, there are no outstanding contractual obligations of the Trust other than those owed as lessor under the Operative Documents (as defined in Appendix A to the Lease) to which Owner Trustee is duly qualified to do business in such states in the United States where qualification is reasonably believed necessary for its business operationsa party; (cxi) The executionSeller has not received any written notice from Lessee that would materially adversely affect the value of the Trust Estate or the Aircraft or the Lessee's ability to consummate the transactions contemplated by this Agreement; (xii) other than the consent of the Lessee and the FAA and such other consents and approvals that have been obtained (or will be obtained by Closing), delivery and performance of no other consents or approvals are required for Seller to perform its obligations under this Agreement and the transactions contemplated hereby have been duly authorized by any necessary corporate Assignment Agreement; and (xiii) with respect to the Lease: (A) To Seller's actual knowledge, the Lease is in full force and shareholder action on the part of Seller effect and is enforceable against it in accordance with its terms except terms; the Lease, as enforcement may be limited attached in Appendix A includes all amendments, supplements and modifications agreed by applicable bankruptcyLessor prior to the Closing Date, insolvency, or similar laws affecting and represents the rights entire agreement of creditors generallythe parties in respect thereof prior to the Closing Date; (dB) The executionNo Default or Event of Default under the Lease (and as defined under the Lease) with respect to Lessee's obligation to pay Basic Rent, delivery and performance by Seller to Seller's actual knowledge, no Event of this Agreement does not violate any provision of the articles of incorporation or bylaws of Seller or result in Default resulting from a material breach of or constitute a material default under any indenture or loan agreement or any other agreementLessee obligations, lease or instrument to which Seller has occurred, exists, is a party or by which it or its properties may be bound or affected; andpresently continuing other than the Lessee's Chapter 11 Case; (eC) Each year within [C.I.] days To Seller's actual knowledge, no Event of Sellers fiscal year endLoss (as defined in the Appendix A to the Lease) has occurred; (D) Seller has not received a written notice from Lessee that it has exercised any option or right to terminate the Lease; (E) To Seller's actual knowledge, Seller will provide or make available to ILC through Lessor has performed all of its obligations (including all payment obligations) which exist in favor of Lessee under the U.S. Securities Lease and Exchange Commission's EDGAX xxxabase a statement is not in default of financial condition to ILC as any of its obligations under the end of [NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED "[C.I.]" TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] such fiscal year and a statement of earnings and retained earnings for such fiscal year, prepared by a certified public accountant acceptable to ILC, or, at ILC's option, hardcopies of the above informationLease. (fF) WITH REGARDS TO ALL TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTTo Seller's actual knowledge, THAT SELLER HAS PROVIDED ILC WITH ALL DOCUMENTS RELATING TO THE LEASE OR THE GOODS COVERED BY SUCH LEASE AND THAT THERE HAVE BEEN NO ORAL OR WRITTEN MODIFICATIONS TO THE LEASEthere have been no prepayments of scheduled Basic Rent under the Lease. (G) Seller has not delivered, OR ANY OTHER WRITTEN AGREEMENTS RELATING TO THE GOODS NOT PREVIOUSLY DISCLOSED TO ILC PRIOR TO ILC'S EXECUTION OF THE LEASE AND OR PURCHASE OF THE GOODSand has not directed Owner Trustee to deliver, a chattel paper original signed Lease to any third party in order to perfect an assignment for security of such Lease.