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

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, business in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; and (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. As a material and essential further inducement for Lessor to enter into this Agreement, Lessee represents makes the following representations and warrants that warranties: (a) it is a corporation in good standing under neither the laws execution or delivery by Lessee of this Agreement, the Schedules of Equipment to be executed pursuant hereto, and all related instruments and documents, nor the consummation of any of the state transactions by Lessee contemplated hereby or thereby, requires the consent or the approval, the giving notice to, the registration with, or the taking of its incorporationany other action in respect of, and duly qualified to do businessany federal, and will remain duly qualified during the term of this Leasestate, in each state where the Equipment will be located, as specified on each Schedule heretoor foreign governmental authority or agency; (b) it has full authority this Agreement, the Schedules of Equipment to execute and deliver this Lease and perform the terms hereofbe executed pursuant hereto, and this Lease has been duly authorized all related instruments and constitutes documents, when entered into by Lessee, will constitute legal, valid and binding obligations of Lessee, enforceable against Lessee enforceable in accordance with its termsthe terms hereof and thereof; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) there are no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against actions or proceedings with Lessee as a party, and there are no pending or threatened actions or proceedings of which Lessee has knowledge, before any a court or administrative agency which might materially adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (d) the financial statements of Lessee which have a been furnished to Lessor in connection herewith have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly, accurately and completely present Lessee's financial condition and, if applicable, the results of its operations as of the date and for the period covered by such statements, and since the date of such statements there have been no materially adverse effect on the businesschanges in such conditions or operations; and (e) each Lease will be made, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) and the Equipment will remain at all times under applicable lawbe used by Lessee, removable personal propertyfor business or commercial purposes, free and clear of any lien not for personal, family or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberhousehold purposes.

Lessee’s Representations and Warranties. The Lessee hereby represents and warrants that warrants, as of the date hereof and on the Funding Date, that: (a) it the Lessee is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporationMissouri, and duly is qualified to do businessbusiness in, and will remain is in good standing in, each state or other jurisdiction in which the nature of its business makes such qualification necessary; (b) the Lessee has the corporate power and authority to execute and perform this Lease and to lease the Equipment hereunder, and has duly qualified during authorized the term execution, delivery and performance of this Lease; (c) the leasing of the Equipment from the Lessor by the Lessee, the Lessee's execution and delivery of this Lease, each Lease Supplement, the Purchase Agreement Assignment and other related instruments, documents and agreements, and the compliance by the Lessee with the terms hereof and thereof, and the payments and performance by the Lessee of all of its obligations hereunder and thereunder (i) have been duly and legally authorized by appropriate corporate action taken by the Lessee, (ii) are not in each state where contravention of, and will not result in a violation or breach of, any of the Equipment terms of the Lessee's Articles of Incorporation, its By-Laws, or of any provisions relating to shares of the capital stock of the Lessee, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other Governmental Authority, or any indenture, agreement or other instrument to which the Lessee is a party, or by or under which the Lessee or any of the Lessee's property is bound, or be locatedin conflict with, as specified on each Schedule heretoresult in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien upon any of the Lessee's property or assets other than the Liens contemplated hereby and the Permitted Liens; (bd) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been executed by the duly authorized officer or officers of the Lessee and constitutes delivered to the Lessor and constitutes, when executed by the duly authorized officer or officers of the Lessee and delivered to the Lessor, each Lease Supplement and related instruments, documents and agreements with respect to each Item of Equipment will constitute, the legal, valid and binding obligations of the Lessee, enforceable against the Lessee enforceable in accordance with its termstheir terms (subject to such bankruptcy and similar laws affecting the rights of creditors generally); (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.30

Lessee’s Representations and Warranties. Lessee represents and warrants that that, (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will use its best efforts to remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) to the best knowledge of Lessee, this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or to the best knowledge of Lessee, filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) to its best knowledge, as of the date hereof, there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other personperson except the Lessor, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it Lessee is a corporation legally incorporated and validly existing, in good standing standing, under the laws of the its state of incorporation set forth above, with full corporate power to enter into this Lease and to pay and perform all of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule heretoobligations hereunder; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized authorized, executed and delivered by Lessee and constitutes valid the valid, legal and binding obligations obligation of Lessee Lessee, enforceable in accordance with its terms; (c) no approval is required from any public regulatory body nor from any parent or affiliate of Lessee or from any other person, firm or corporation with respect to the entering into or performance of this Lease; (d) the entering into and performance of this Lease by Lessee, and the leasing of the Equipment hereunder by Lessee, and the payment by Lessee of the rent and all other obligations due hereunder, will not contravene any law, regulation or judgment affecting Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance in or upon any Equipment pursuant to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, to which Lessee is a condition to the performance of the terms hereofparty or by or under which Lessee may be bound; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the businessmortgage, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party other lien of any nature whatsoever which now covers or affects, or which may hereafter cover or affect any property or interest arising through Lessee therein of Lessee, now attaches or hereafter will attach to the Equipment leased hereunder or in any manner affects or will affect adversely Lessor's right, title and interest therein; and (f) there are no suits or proceedings pending, or, to the Leaseknowledge of Lessee threatened, in any court or before any regulatory commission, board or other administrative governmental agency against or affecting Lessee, which will have a material adverse effect on the financial condition or business of Lessee; (g) The balance sheet of the Equipment will remain at all times under applicable law, removable personal property, free Lessee as of the end of the end of the Lessee's most recent fiscal year and clear the related earnings statement of any lien or encumbrance in favor of the Lessee or any other person, notwithstanding for the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has providedfiscal year then ended, or will provide if requested, for any interim period (copies of which have been furnished to the Lessor) fairly present the Lessee's tax identification numberfinancial condition as of such date and the results of its operations for such period, and since such date there has been no material adverse change in such condition or operations.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, business in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will 4 -4- remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants that (a) it Lessee is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporationincorporation set forth above, and duly is qualified to do businessbusiness in, and is in good standing in, each state or other jurisdiction in which the nature of its business makes such qualification necessary, and where the failure to so qualify would have a material adverse effect on such business (including each state or other jurisdiction in which the Equipment or any part thereof will remain be located, unless the permitted sublessee and the operator of the Equipment is so qualified in such state or other jurisdiction); (b) Lessee has the corporate power and authority to execute and perform this Lease and to lease the Equipment hereunder, and has duly qualified during authorized the term execution, delivery and performance of this Lease; (c) the leasing of the Equipment from Lessor by Lessee, the execution and delivery of this Lease, each Lease Supplement and other related instruments, documents and agreements, and the compliance by Lessee with the terms hereof and thereof, and the payment and performance by Lessee of all of its obligations hereunder and thereunder (i) have been duly and legally authorized by appropriate corporate action taken by Lessee, (ii) are not in each state where contravention of, and will not result in a violation or breach of, any of the Equipment terms of Lessee's Certificate of Incorporation (or equivalent document), its By-Laws, or of any provisions relating to shares of the capital stock of Lessee, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessee is a party, or by or under which Lessee or any of Lessee's property is bound, or be locatedin conflict with, as specified on each Schedule heretoresult in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien upon any of Lessee's property or assets; (bd) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been executed by the duly authorized officer or officers of Lessee and constitutes delivered to Lessor and constitutes, and when executed by the duly authorized officer or officers of Lessee and delivered to Lessor each Lease Supplement and related instruments, documents and agreements with respect to each Item of Equipment will constitute, the legal, valid and binding obligations of Lessee Lessee, enforceable in accordance with its their terms; (ce) neither the execution and delivery of this Lease will not contravene or any lawLease Supplement by Lessee, regulation or judgment affecting nor the payment and performance by Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no all of its obligations hereunder and thereunder, requires the consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, the giving of notice to, or the registration, filing or recording with, or the taking of any other action in respect of, any Federal, state, local or foreign government or governmental authority or agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lesseeother Person; (f) no mortgage, deed of trust, mortgage or third party other Lien which now covers or affects, or which may hereafter cover or affect, any property or interest arising through Lessee therein of Lessee, now attaches or hereafter will attach to the Equipment or any Item of the LeaseEquipment, or in any manner affects or will affect adversely Lessor's right, title and interest therein; (g) Lessee holds all licenses, certificates and permits from governmental authorities necessary to use and operate the Equipment will remain at all times under applicable law, removable personal property, free and clear in accordance with the provisions of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real propertythis Lease; (h) all creditthere is no litigation or other proceeding now pending or, to the best of Lessee's knowledge, threatened, against or affecting the Lessee, in any court or before any regulatory commission, board or other administrative governmental agency which would adversely affect or impair the title of Lessor to the Equipment, or which, if decided adversely to Lessee, would materially adversely affect the business operations or financial and any other information submitted to Lessor herewith or any other time is true and correctcondition of Lessee; and (i) all balance sheets, statements of profit and loss and other financial data that have been delivered to Lessor with respect to Lessee (i) are complete and correct in all material respects, (ii) fairly present the financial condition of Lessee on the dates for which, and the results of its operations for the periods for which, the same have been furnished, and (iii) except as otherwise disclosed therein, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods covered thereby; and there has providedbeen no material adverse change in the condition of Lessee, financial or will provide if requestedotherwise, since the date of the most recent financial statements delivered to Lessor with respect to Lessee's tax identification number, other than as disclosed to Lessor by Lessee.

Lessee’s Representations and Warranties. With respect to each Lease and its Equipment, Lessee hereby represents and warrants that to Lessor that: (a) it is a corporation in good standing Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the laws of the state of its incorporationLease, and all such actions have been duly qualified to do business, authorized by appropriate findings and will remain duly qualified during the term actions of this Lease, in each state where the Equipment will be located, as specified on each Schedule heretoLessee's governing body; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized executed and delivered by Lessee and constitutes a legal, valid and binding obligations obligation of Lessee Lessee, enforceable in accordance with its terms; (c) this the Lease will is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not contravene any lawlimited to, regulation or judgment affecting Lessee or result in any breach of any agreement or other instrument binding on Lesseeall open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) no consent the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee's shareholders properties may be bound or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereofaffected; (e) there is no action pending, or proceeding pending or threatened against Lessee before to the best of Lessee's knowledge threatened, litigation of any court or administrative agency nature which might may have a materially material adverse effect on Lessee's ability to perform its obligations under the business, financial condition or operations of LesseeLease; and (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provideda state, or will provide if requesteda political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's tax identification numberobligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any material agreement or other material instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have a materially adverse effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and warrants (and if requested by Lessor, will provide other supporting documents to the effect) that as of the date any Equipment is accepted for lease hereunder: (a) it all items of Equipment are new and unused unless otherwise specified in the applicable Rental Schedule; (b) Lessee is a corporation an entity validly existing, in good standing under the laws of the state jurisdiction of its incorporationorganization, with full power to enter into this Lease and to pay and perform its obligations under this Lease, and duly is qualified to do business, and will remain duly qualified during business in the term of this Lease, in each state location(s) where the Equipment will be located, as specified on each Schedule hereto; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its termsis installed; (c) this Lease has been duly authorized, executed and delivered by Lessee, is enforceable in accordance with its terms and Lessee's execution, delivery and performance thereunder does not and will not contravene any law, regulation or judgment affecting Lessee or result in any breach the provisions of any agreement contract or other instrument binding on Lesseeby which it is bound; (d) no consent of Lessee's shareholders or holder of approval is required from any indebtednesspublic regulatory body nor from any other person, or filing with, or approval of, any governmental agency or commission, is a condition with respect to the entering into or performance of the terms hereofthis Lease by Lessee; (e) there is are no action suits or proceeding pending proceedings pending, or threatened against to the knowledge of Lessee before threatened, in any court or administrative any governmental agency which might have a materially adverse effect on the businessagainst or affecting Lessee, financial condition or operations which, if decided against Lessee, would impair Lessee's ability to perform any of Lesseeits obligations under this Lease; and (f) there has been no deed of trust, mortgage or third party interest arising through Lessee will attach material adverse change to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberfinancial condition since the date of Lessee's most recent financial statement furnished Lessor.

Lessee’s Representations and Warranties. Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporationformation, and duly qualified to do business, and will remain duly duty qualified during the term of this Lease, in each state where necessary to carry on its present business and operations including the jurisdictions where the Equipment will be located, as specified on each Schedule heretohereto except where failure to be so qualified would not have a Material Adverse Effect; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Lessee enforceable in accordance with its terms; , (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or result in any breach of any material agreement or other instrument binding on Lessee; (d) no consent of Lessee's shareholders shareholders, members or managers or partners, as applicable, or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Lessee before any court or administrative agency which might have result in a materially adverse effect Material Adverse Effect on the business, financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, credit financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, provided or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Lessee represents and --------------------------------------- warrants (and if requested by Lessor, will provide other supporting documents to the effect) that as of the date any Equipment is accepted for lease hereunder: (a) it all items of Equipment are new and unused unless otherwise specified in the applicable Rental Schedule; (b) Lessee is a corporation an entity validly existing, in good standing under the laws of the state jurisdiction of its incorporationorganization, with full power to enter into this Lease and to pay and perform its obligations under this Lease, and duly is qualified to do business, and will remain duly qualified during business in the term of this Lease, in each state location(s) where the Equipment will be located, as specified on each Schedule heretois installed; (bc) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized authorized, executed and constitutes valid delivered by Lessee, and binding obligations of Lessee assuming the due authorization, execution and delivery by Lessor is enforceable in accordance with its terms; (cd) Lessee's execution and delivery of this Lease does not and will not contravene any law, regulation or judgment affecting Lessee or result in a breach or default under any material indenture, mortgage, deed of trust or other material agreement or instrument to which Lessee is a party which breach or default would have a material adverse affect on the ability of Lessee to perform the obligations under this Lease, or require the approval of any agreement governmental authority or other instrument binding on Lessee; (d) no consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereofexcept such as have been obtained and are valid and sufficient for their purpose and are in full force and effect; (e) there is are no action suits or proceeding pending proceedings pending, or threatened against to the knowledge of Lessee before threatened, in any court or administrative any governmental agency which might have a materially adverse effect on the businessagainst or affecting Lessee, financial condition or operations which, if decided against Lessee, would impair Lessee's ability to perform any of Lesseeits obligations under this Lease; and (f) there has been no deed of trust, mortgage or third party interest arising through Lessee will attach material adverse change to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification numberfinancial condition since the date of Lessee's most recent audited financial statement furnished Lessor.

Lessee’s Representations and Warranties. Lessee hereby represents and warrants that (a) it Lessee is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporationincorporation set forth above, and duly is qualified to do businessbusiness in, and will remain duly qualified during the term of this Leaseis in good standing in, in each state where or other jurisdiction in which the Equipment will be nature of its business makes such qualification necessary (including, without limitation, each state in which a Property is located, as specified on each Schedule hereto); (b) it Lessee has full the corporate power and authority to execute and deliver perform this Lease and perform to lease the Properties hereunder, and has duly authorized the execution, delivery and performance of this Lease; (c) the leasing of the Properties from Lessor by Lessee, the execution and delivery of this Lease and any documents or instruments related hereto, and the compliance by Lessee with the terms hereofhereof and thereof, and the payments and performance by Lessee of all of its obligations hereunder and thereunder (i) have been duly and legally authorized by appropriate corporate action taken by Lessee, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of Lessee's Certificate of Incorporation (or equivalent document), its By-Laws, or of any provisions relating to shares of the capital stock of Lessee, and (iii) will not violate or constitute a breach of any provision of law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which Lessee is a party, or by or under which Lessee or any of Lessee's property is bound, or be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any lien upon any of Lessee's property or assets (other than pursuant to the Operative Documents); (d) this Lease has and all other Operative Documents to which Lessee is a party have been executed by the duly authorized officer or officers of Lessee and constitutes delivered to Lessor and are the legal, valid and binding obligations of Lessee Lessee, enforceable in accordance with its their terms; (ce) neither the execution and delivery of this Lease will not contravene any lawand such other Operative Documents, regulation or judgment affecting nor the payment and performance by Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no all of its obligations hereunder and thereunder, requires the consent of Lessee's shareholders or holder of any indebtedness, or filing with, or approval of, the giving of notice to, or the registration, filing or recording with, or the taking of any other action in respect of, any federal, state, local or foreign government or governmental authority or agency or commission, is a condition to the performance of the terms hereofany other Person that has not been obtained or made; (ef) other than the Operative Documents, no mortgage, deed of trust, or other lien which now covers or affects, or which may hereafter cover or affect, any property or interest therein of Lessee, now attaches or hereafter will attach to any Property or any portion thereof, the proceeds thereof or this Lease, or in any manner affects or will affect adversely Lessor's rights and security interest therein; (g) on the Property Closing Date with respect to each Property, Lessee will hold all licenses, certificates and permits from governmental authorities necessary to use and operate such Property in accordance with the provisions of this Lease (except for those that are not yet obtainable or not material); and (h) there is no action litigation or other proceeding now pending or, to the best of Lessee's knowledge, threatened, against or threatened against Lessee before affecting Lessee, in any court or before any regulatory commission, board or other administrative governmental agency which might have a would directly or indirectly adversely affect or impair the title of Lessor to the Properties, or which, if decided adversely to Lessee, would materially adverse effect on adversely affect the business, business operations or financial condition or operations of Lessee; (f) no deed of trust, mortgage or third party interest arising through Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correct; and (i) Lessee has provided, or will provide if requested, Lessee's tax identification number.

Lessee’s Representations and Warranties. Each Co-Lessee represents and warrants that (a) it is a corporation in good standing under the laws of the state of its incorporationformation, and duly qualified to do business, and will remain duly qualified during the term of this Lease, in each state where necessary to carry on its present business and operations including the jurisdictions where the Equipment will be located, as specified on each Schedule heretohereto except where failure to be so qualified would not have a Material Adverse Effect; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes valid and binding obligations of Co-Lessee enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Co-Lessee or result in any breach of any agreement or other instrument binding on Co-Lessee; (d) no consent of Co-Lessee's shareholders shareholders, members or managers or partners, as applicable, or holder of any indebtedness, or filing with, or approval of, any governmental agency or commission, is a condition to the performance of the terms hereof; (e) there is no action or proceeding pending or threatened against Co-Lessee before any court or administrative agency which might have result in a materially adverse effect Material Adverse Effect on the business, financial condition or operations of Co-Lessee; (f) no deed of trust, mortgage or third party interest arising through Co-Lessee will attach to the Equipment or the Lease; (g) the Equipment will remain at all times under applicable law, removable personal property, free and clear of any lien or encumbrance in favor of Co-Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (h) all credit, financial and any other information submitted to Lessor herewith or any other time is true and correctcorrect in all material respects; and (i) Co-Lessee has provided, or will provide if requested, Lessee's tax identification number.