Common use of Representations and Warranties of Lessee Clause in Contracts

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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; and (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.

Representations and Warranties of Lessee. Lessee represents and warrants thatto Lessor that as of the date of each Lease and of each Certificate of Acceptance: (a) Lessee is a corporation has adequate power and capacity to enter into the Lease, any documents relative to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly organized authorized, executed and validly existing delivered by Lessee and constitute valid, legal and binding agreements, enforceable in good standing accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the laws of the state of its incorporationLease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on leasing the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do Equipment does not and will not contravene not: (i) violate any lawjudgment, governmental rule, regulation or order now binding on Lesseeorder, or law applicable to the charter Lease, Lessee or Lessee's certificate of incorporation or by-laws of (if Lessee is a corporation) or Lessee, 's partnership agreement (if Lessee is a partnership); or contravene the provisions of, or constitute a default under, or (ii) result in the creation of any lien lien, security interest or other encumbrance upon the property Equipment. (c) All financial data of Lessee under, or of any indenture, mortgage, contract or other agreement to consolidated group of companies of which Lessee is a party or by which it or its property is bound; member (c) this Lease and all related instruments and documents"Lessee Group"), 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 pending actions or proceedings delivered to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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) Lessor have been prepared in accordance with generally acceptable accepted accounting principles consistently applied ("GAAP"), on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee's financial condition and , or of the results of its operations Lessee Group, as of the stated date of and for the period covered by such statements, and since period(s). Since the date of such statements the most recently delivered financial data, there has been no material adverse change in such conditions the financial or operations; operating condition of Lessee or of the Lessee Group. (hd) the address stated above If Lessee is the chief place of business a corporation or partnership, it is 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 item of Equipment will be used for personalvalidly existing and in good standing under laws of the state of its incorporation or organization; the persons signing the Lease 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, family or household purposeswhich are genuine.

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatto Lessor that on the date hereof and on the date of execution of each Schedule: (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 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: (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 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 corporation duly organized 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 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 in the financial condition of Lessee and its subsidiaries taken as a whole. (h) Lessee is and will be at all times validly existing and in good standing under the laws of the state State of its incorporation; incorporation (b) specified in the execution, delivery and performance first sentence of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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"Agreement), 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 item of The Equipment will at all times be used for personal, family commercial or household business purposes.

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatto Lessor that on the date hereof and on the date of execution of each Schedule: (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 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: (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 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 corporation duly organized 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 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 and will be at all times validly existing and in good standing under the laws of the state State of its incorporation; incorporation (b) specified in the execution, delivery and performance first sentence of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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"Agreement), 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 item of The Equipment will at all times be used for personal, family commercial or household business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation; . (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; hereof. (d) there There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect have a Material Adverse Effect. As used herein, "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lessee, or (2) a material impairment of the ability of Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, 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; . (fe) under 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; . (gf) the The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accepted accounting principles consistently applied ("GAAP"), and fairly present resent 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; perations. (hg) the The address stated above below the signature of Lessee is the chief place of business and chief executive office, or in the case of individuals, the primary residence, office of Lessee; (i) and Lessee does not conduct business under a trade, assumed or fictitious name; . (h) Lessee has reviewed the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to address on a timely basis, the "Year 2000 Problem" (j) that is, the Equipment risk that computer applications used by Lessee may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date on or after December 1,1999), and have made related appropriate inquiry of material suppliers and vendors. Based on such review and program, Lessee believes that the "Year 2000 Problem" will not have a Material Adverse Effect. From time to time, at the request of Lessor, Lessee shall provide to Lessor such updated information or documentation as is being leased hereunder solely for business purposes and that no item reasonably requested regarding the status of Equipment will be used for personal, family or household purposesits efforts to address the Year 2000 Problem.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that: , with respect to this Master Lease and each Lease and related Equipment Schedule executed hereunder (aI) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the The execution, delivery and performance by Lessee of this Master Lease and all related instruments of each Lease and documents: (1) Equipment Schedule have been or as of the date of execution will have been, duly authorized by all necessary corporate or other required action on the part of Lessee, ; (2ii) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except individual executing such as have been duly obtained, and (3) do not and will not contravene any law, governmental rule, regulation or order now binding documents on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement 's behalf was duty authorized to which Lessee is a party or by which it or its property is bounddo so; (ciii) this the Master Lease and all related instruments and documents, when entered into, will each Lease constitute legal, valid and binding obligations agreements of Lessee enforceable against Lessee in accordance with their respective terms, subject to applicable insolvency, bankruptcy, moratorium, reorganization or other similar laws affecting creditors' rights generally and limitations upon the terms thereofavailablity of equitable remedies; (div) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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 fixtureswhen placed in use by Lessee will mot be or become fixtures under applicable law; (gv) the any financial statements furnished by Lessee to Lessor are, or as of the date of delivery will be, accurate and complete in all material respects and accurately reflect Lessee's financial condition on the dates and for the periods covered thereby. Unless Lessee (copies of which have been furnished has advised Lessor to Lessor) have been the contrary, each such financial statement will be prepared in accordance with generally acceptable accepted accounting principles consistently applied on a consistent basis; ("GAAP")vi) within 120 days after the end of each fiscal year of Lessee, Lessee shall furnish to Lessor a balance sheet, statement of income, statement of cash flows along with all motes to the financial statements for such fiscal year, and fairly present a reporx xxxm Lessee's independent certified public accountants, if any. Upon request by Lessor, Lessee shall within 60 days after the end of each of the first three fiscal quarters of each fiscal year, furnish to Lessor similar financial condition statements for such quarter and the results related year to date period; and (vii) Lessee is mot and, during the-Initial Term and any extension or-renewal thereof, will not be, in breach or default of its operations any material term of-any loam agreement or other agreement concerning Lessee's primary line of credit or similar loan facility with any bank or other financial institution. Each of the foregoing representations, warranties and covenants shall be deemed reaffirmed as of the date of and for the period covered by such statements, and since the date execut?on 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 each Equipment is being leased hereunder solely for business purposes and that no item of Equipment will be used for personal, family or household purposesSchedule.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state State of its incorporation; North Carolina. (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien Lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; , in each case under this clause (3) except as would not be reasonably likely to have a Material Adverse Effect. (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee Lessee, enforceable against Lessee Lessee, in accordance with the terms thereof; . (d) there The bill of sale executed by Jefferson Smurfit Corporation (U.S.) and dexxxxred to Lessor in connection with the execution of the initial Equipment Schedule hereunder (the "Smurfit Bill of Sale") has been duly authorized, executed and delivered by Jxxxxrson Smurfit Corporation (U.S.) and transfers to Lessor valid title to the equipment described on the schedule attached thereto free and clear of any and all encumbrances, Liens, charges or defects (other than Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty). No filing or recordation must be made, no pending actions or proceedings to which Lessee is a partynotice must be given, and there are no other pending action must be taken with respect to any state or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect the financial condition of Lesseelocal jurisdiction, or the ability of Lessee any person, in order 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; and (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.preserve

Representations and Warranties of Lessee. Lessee represents and warrants that: (ai) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state State of its incorporation; Tennessee. (bii) the The execution, delivery and performance of this Lease Lease, the Equipment Schedule and all related instruments and documents: (1A) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2B) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations of Lessee except such as have been duly obtained, ; and (3C) 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 a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (ciii) this Lease This Lease, the Equipment Schedule and all related instruments and 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, moratorium or similar laws affecting the rights of creditors generally, and except as such enforceability may be subject to the application of equitable principles, legal or equitable. (div) there There are no pending actions actions, suits or proceedings pending to which Lessee is a party, and there are no other pending or threatened actions actions, suits or proceedings threatened of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregateaggregate have a Material Adverse Effect. As used herein, would adversely affect "Material Adverse Effect" shall mean (1) a materially adverse effect on the financial condition of Lesseebusiness, or the ability of 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; and (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.condition

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and documents, 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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 namename other than those listed on Exhibit B attached hereto; and (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.

Representations and Warranties of Lessee. Lessee represents and warrants that: (ai) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction specified below the signature of its incorporationLessee, and the organizational number assigned to Lessee by such jurisdiction, if any, is as specified below the Lessee’s signature; (bii) 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 full power, authority and legal right to enter into and perform this Lease and the execution, delivery and performance of this Lease and all related instruments and documents: (1) such documents have been duly authorized by all necessary corporate action on the part of Lesseeauthorized, (2) do not require the approval of any stockholdergovernmental body, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do not and will not contravene violate any lawjudgment, governmental ruleorder, law or regulation applicable to Lessee or order now binding on Lessee, or the charter or by-laws any provision of Lessee’s certificate of incorporation or bylaws, or contravene the provisions ofif any, or constitute a default under, or result in the creation of any lien lien, charge, encumbrance or encumbrance security interest upon any assets of the property of Lessee under, under any indenture, mortgage, contract agreement or other agreement instrument to which Lessee is a party or by which it Lessee or its property is boundassets may be bound or affected; (cv) this Lease and all related instruments schedules and documents, when attachments shall have been duly entered into, will constitute delivered and shall constitute, legal, valid and binding obligations of Lessee Lessee, enforceable against Lessee in accordance with the their terms thereofwhen executed by Lessor and Lessee; (dvi) there are no pending or threatened actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, knowledge which either individually or in the aggregate, aggregate would adversely affect have a material adverse effect on the financial condition business or operations of Lessee, or the ability of 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; and (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.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation; . (b) the The execution, delivery and performance of this the Lease Documents and all related instruments and documentscompliance with the terms thereof: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; . (d) there There are no pending actions or proceedings except as disclosed in Questech's Public Filings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (e) under or remain in compliance with the Lease Documents. Further, 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; . (fe) under 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; . (gf) the The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable 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 has been no material adverse change in such conditions or operations; . (hg) the The address stated above below the signature of Lessee is the chief place of business and chief executive office, or in the case of individuals, the primary residence, office of Lessee; (i) and 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants that: (ai) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction specified below the signature of its incorporationLessee, and the organizational number assigned to Lessee by such jurisdiction, if any, is as specified below the Lessee's signature; (bii) 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 full power, authority and legal right to enter into and perform this Lease and the execution, delivery and performance of this Lease and all related instruments and documents: (1) such documents have been duly authorized by all necessary corporate action on the part of Lesseeauthorized, (2) do not require the approval of any stockholdergovernmental body, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do not and will not contravene violate any lawjudgment, governmental ruleorder, law or regulation applicable to Lessee or order now binding on Lessee, or the charter or by-laws any provision of Lessee's certificate of incorporation or bylaws, or contravene the provisions ofif any, or constitute a default under, or result in the creation of any lien lien, charge, encumbrance or encumbrance security interest upon any assets of the property of Lessee under, under any indenture, mortgage, contract agreement or other agreement instrument to which Lessee is a party or by which it Lessee or its property is boundassets may be bound or affected; (cv) this Lease and all related instruments schedules and documents, when attachments shall have been duly entered into, will constitute delivered and shall constitute, legal, valid and binding obligations of Lessee Lessee, enforceable against Lessee in accordance with the their terms thereofwhen executed by Lessor and Lessee; (dvi) there are no pending or threatened actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, knowledge which either individually or in the aggregate, aggregate would adversely affect have a material adverse effect on the financial condition business or operations of Lessee, or the ability of 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; and (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.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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; and (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.,

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatto Lessor that on the date hereof and on the date of execution of each Schedule: (a) Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "DOCUMENTS") and is a corporation duly organized qualified to do business wherever necessary to carry on its present business and validly existing in good standing under operations, including the laws of jurisdiction(s) where the state of its incorporation; Equipment is or is to be located. (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) The Documents have been duly authorized authorized, executed and delivered by all necessary corporate action on Lessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the part extent that the enforcement of Lesseeremedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, (2) do not require consent or withholding of objections is required from any governmental authority or instrumentality with respect to the approval entry into or performance by Lessee of any stockholder, partner, trustee, or holder of any obligations of Lessee the Documents except such as have already been duly obtained. (d) The entry into and performance by Lessee of the Documents will not: (i) violate any judgment, and (3) do not and will not contravene order, law or regulation applicable to Lessee or any law, governmental rule, regulation or order now binding on Lessee, or the charter or by-laws provision of Lessee, 's Certificate of Incorporation or contravene the provisions By-Laws; or (ii) result in any breach of, or constitute a default under, under or result in the creation of any lien lien, charge, security interest or other encumbrance upon the property of Lessee under, any Equipment pursuant to any indenture, mortgage, contract deed of trust, bank loan or credit agreement or other agreement to which Lessee is a party or by which it or its property is bound; instrument (cother than this Agreement) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there . (e) There are no other suits or proceedings pending or threatened actions in court or proceedings of which Lessee has knowledge, before any courtcommission, arbitrator board or other administrative agency, which, either individually agency against or in the aggregate, would adversely affect the financial condition of affecting Lessee, or which will have a material adverse effect on the ability of Lessee to perform fulfill 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; this Agreement. (f) The Equipment accepted under the laws any Certificate of the state(s) in which the Equipment Acceptance is to be located, the Equipment consists solely of and will remain tangible personal property and not fixtures; property. (g) the financial statements Each Balance Sheet and Statement of Lessee (copies of which have been furnished Income delivered to Lessor) have Lessor has 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 item of Equipment will be used for personal, family or household purposes.with

Representations and Warranties of Lessee. Lessee represents and warrants that: 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 organization or incorporation, or (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 full authority to represent, sign for and bind Lessee in all respects; (bc) the execution, delivery and performance of this Master Lease and all related instruments and documents: documents (1i) have been duly authorized by all necessary corporate action on the part of Lessee, (2ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3iii) 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 contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (cd) this the Lease and all related instruments and documents, Documents when entered into, into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereoftheir terms; (de) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, Lessee or the ability of Lessee to perform its obligations hereunder; (ef) 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 adversely affect the same such effect; (f) under financial condition of Lessee or the laws ability of the state(s) in which the Equipment is Lessee to be located, the Equipment consists solely of personal property and not fixturesperform its obligations hereunder; (g) the Lease is for commercial and business purposes and the Equipment will be used solely for such purposes and not for personal, family, or household purposes; (h) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable 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 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) neither the Lessee does not conduct business under a tradenor, assumed to the Lessee’s knowledge, any director, officer, agent, employee or fictitious nameaffiliate of the Lessee is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and (j) the Equipment is being leased hereunder solely Lessee will not directly or indirectly use the proceeds of the Lease, or lend, contribute or otherwise make available such proceeds to any affiliate or other person or entity, for business purposes and that no item the purpose of Equipment will be used for personal, family or household purposesfinancing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatas of the date of this Amendment as follows: (ai) Lessee it is a corporation duly organized and incorporated or organized, validly existing and in good standing under the laws of the state its jurisdiction of its incorporationorganization; (bii) the execution, delivery and performance by it of this Amendment and the Lease and all related instruments and documents: (1) Documents, as applicable, are within its powers, have been duly authorized by all necessary corporate action on the part of Lesseeauthorized, (2) and do not require the approval contravene (A) its articles of any stockholderorganization, partner, trusteeoperating agreement, or holder of any obligations 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 Lesseeother organizational documents, or the charter (B) any applicable law; (iii) no consent, license, permit, approval or by-laws of Lessee, or contravene the provisions authorization of, or constitute a default underregistration, filing or result in the creation of declaration with any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract Governmental Authority or other agreement to which Lessee Person (except for those that have already been obtained), is a party required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or the Lease Documents, as applicable, by which it or its property is boundagainst it; (civ) the Master Lease has been duly executed and delivered by it; (v) this Master Lease and all related instruments and documents, when entered into, will constitute constitutes its legal, valid and binding obligations of Lessee enforceable against Lessee it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the terms thereofenforcement of creditors’ rights generally or by general principles of equity; (dvi) there are no pending actions or proceedings to which Lessee Event of Default under the Existing Master Lease, as amended hereby, has occurred and is a partycontinuing, and there are no other pending or threatened actions or proceedings unless such Event of which Lessee Default has knowledge, before any court, arbitrator or administrative agency, which, either individually or been specifically waived in the aggregate, would adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunderwriting by Lessor; (evii) all Taxes and Assessments required to be paid by 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 Existing Master Lease as of the date of and for this Amendment have been paid in full; (viii) to Lessee’s actual knowledge, Lessor has fully performed all of its obligations under the period covered by such statements, and since Existing Master Lease through the date of such statements there this Amendment, and Lessor is in full compliance with its obligations under the Existing Master Lease, (ix) all licenses, permits, approvals required under applicable law, rules and regulations for consummation of the Ownership Transfer have been received and are effective, and (x) none of Lessee, FHP or Assisted 4 Living or any Affiliate (a) have been disqualified from participating in either the Medicare or Medicaid programs, has engaged in any activities that are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare, or any other state health care program), (b) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services; (c) has reporting obligations pursuant to any Settlement Agreement entered into with any Governmental Authorities; (d) is the subject of any government payor program investigation conducted by any federal or state enforcement agency; (e) is a defendant in any qui tam or False Claims Act litigation; or (f) has been no material adverse change served with or received any currently effective search warrant or subpoena (except in connection with medical services provided to third-parties who may be defendants or the subject of investigation into conduct unrelated to the operation of the healthcare businesses conducted by the 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 item of Equipment will be used for personal, family or household purposesparties).

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this the Lease and all related instruments and documentsDocuments, 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agencyGovernmental Authority, 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; (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 namename except as set forth in the attached Appendix A; and (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; and (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 company) has, directly or indirectly, any financial interest in the Supplier.

Representations and Warranties of Lessee. Lessee represents and warrants that: 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 organization or incorporation, or (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 full authority to represent, sign for and bind Lessee in all respects; (bc) the execution, delivery and performance of this Master Lease and all related instruments and documents: documents (1i) have been duly authorized by all necessary corporate action on the part of Lessee, (2ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3iii) 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 contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (cd) this the Lease and all related instruments and documents, Documents when entered into, into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereoftheir terms; (de) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, Lessee or the ability of Lessee to perform its obligations hereunder; (ef) 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 adversely affect the same such effect; (f) under financial condition of Lessee or the laws ability of the state(s) in which the Equipment is Lessee to be located, the Equipment consists solely of personal property perform its obligations hereunder 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 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 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatto Lessor that on the date hereof and on the date of execution of each Schedule: (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 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 be 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 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 corporation duly organized 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 fulfil its obligations under this Agreement other than those disclosed in the Lessee's first fiscal quarter, March 29, 1997, form 10-Q. (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 and will be at all times validly existing and in good standing under the laws of the state State of its incorporation; incorporation (b) specified in the execution, delivery and performance first sentence of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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"Agreement), 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 item of The Equipment will at all times be used for personal, family commercial or household business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants thatfor the benefit of Lessor and any Assignee: (a) Lessee is a corporation legal entity, duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporationincorporation and is in good standing in each jurisdiction where the Equipment will be located and has adequate corporate power to enter into and perform this Master Lease and each Schedule; (b) the execution, delivery and performance of this This Master Lease and all related instruments and documents: (1) each Schedule have been duly authorized authorized, executed and delivered by all necessary corporate action on the part Lessee and constitute a valid, legal and binding agreement of Lessee, enforceable in accordance with their terms, subject to enforcement limitations imposed by state or federal laws generally affecting the rights of creditors and general equitable principles; (2c) do not require The execution and delivery of and the approval performance by Lessee of any stockholder, partner, trustee, or holder of any its obligations of Lessee except such as have been duly obtained, under this Master Lease and (3) do not and each Schedule will not contravene violate any lawjudgment, order, law or governmental ruleregulation applicable to Lessee or any provision of Lessee’s articles of incorporation, regulation or order now binding on Lessee, or the charter or by-laws or other organizational documents or result in any breach of Lessee, or contravene the provisions of, or constitute a default under, under any instrument or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it Lessee or its property is bound; (c) this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations assets may be bound or result in the creation of Lessee enforceable against Lessee in accordance with the terms thereofany Lien; (d) To the best of Lessee’s knowledge, and after diligent inquiry, there are no pending actions actions, suits or proceedings pending before any court, administrative agency, arbitration tribunal or governmental body which will, if determined adversely to Lessee, materially adversely affect its ability to perform its obligations under this Master Lease, each Schedule or any related agreement to which Lessee it is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (e) Lessee is not in default a tax exempt entity under any obligation for the payment Internal Revenue Code 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 effect1986 as amended; and (f) under All information concerning Lessee’s business organization, business operations and financial condition furnished by Lessee to Lessor at any time prior to or subsequent to the laws execution of this Master Lease is true and accurate in all material respects. If requested by Lessor, Lessee will provide for each Schedule an Incumbency Certificate or other document identifying the signatures and establishing the authority 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 signers 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 item of Equipment will be used for personal, family or household purposeslease documents.

Representations and Warranties of Lessee. Lessee represents and warrants that: (ai) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state State of its incorporation; Tennessee. (bii) the The execution, delivery and performance of this Lease Lease, the Schedule and all related instruments and documents: (1A) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2B) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations of Lessee except such as have been duly obtained, ; and (3C) 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 a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (ciii) this Lease This Lease, the Schedule and all related instruments and 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, moratorium or similar laws affecting the rights of creditors generally, and except as such enforceability may be subject to the application of equitable principles, legal or equitable. (div) there There are no pending actions actions, suits or proceedings pending to which Lessee is a party, and there are no other pending or threatened actions actions, suits or proceedings threatened of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregateaggregate have a Material Adverse Effect. As used herein, would adversely affect "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lessee, or (2) a material impairment of the ability of Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, to the best of its knowledge, 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; and (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.any

Representations and Warranties of Lessee. Lessee represents and warrants thatto Lessor that as of the date of each Schedule and Acceptance Date: Lessee has adequate power and capacity to enter into the Master Lease, the Schedule, the Certificate of Acceptance and any other documents required to be delivered in connection with this Lease (collectively, the “Documents”); Lessee’s execution, delivery and performance of the Documents have been duly authorized by all necessary corporate or partnership action and constitute valid, legal and valid binding agreements, enforceable in accordance with their terms; there are no proceedings presently pending or threatened against Lessee which 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 duly organized or partnership, it is and will be validly existing and in good standing under the laws of the state of its incorporationincorporation or formation; (b) and Lessee is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the execution, delivery and character of its properties or the nature of its business or the performance of its obligations under this Lease 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 all related instruments hold the offices indicated below their signatures, which are genuine. The Equipment and documents: (1) have been duly authorized by all necessary corporate action on the part of Software shall only be used in Lessee’s trade or business, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of in accordance with applicable law. Lessee except such as have been duly obtained, and (3) do has not and will not contravene take any law, governmental rule, regulation action or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute maintain any position inconsistent with treating this Lease as creating a default under, or result valid leasehold interest in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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; and (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 purposesEquipment.

Representations and Warranties of Lessee. Lessee represents and warrants that: 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 organization or incorporation, or (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 full authority to represent, sign for and bind Lessee in all respects; (bc) the execution, delivery and performance of this Master Lease and all related instruments and documents: documents (1i) have been duly authorized by all necessary corporate action on the part of Lessee, (2ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3iii) 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 contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (cd) this the Lease and all related instruments and documents, Documents when entered into, into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereoftheir terms; (de) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, Lessee or the ability of Lessee to perform its obligations hereunder; (ef) 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 adversely affect the same such effect; (f) under financial condition of Lessee or the laws ability of the state(s) in which the Equipment is Lessee to be located, the Equipment consists solely of personal property perform its obligations hereunder 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 accepted accounting principles consistently applied ("GAAP"), and fairly present Lessee's 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 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants thatthe following for the benefit of Lessor and any Assignee: (a) Lessee is a corporation legal entity, duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporationincorporation and each jurisdiction where the Equipment shall be located and has adequate corporate power to enter into and perform this Master Lease and each Supplementary Schedule; (b) This Master Lease and each Supplementary Schedule have been duly authorized, executed and delivered by Lessee and constitute a valid, legal and binding agreement of Lessee, together enforceable in accordance with their terms, subject to enforcement limitations imposed by state or federal laws generally affecting the rights of creditors; (c) The execution, delivery and the performance by Lessee of its obligations under this Master Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part each Supplementary Schedule shall not violate any judgment, order, law or governmental regulation applicable to Lessee or any provision of Lessee's articles of incorporation, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws or other organizational documents or result in any breach of Lessee, or contravene the provisions of, or constitute a default under, under any instrument or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it Lessee or its property is bound; (c) this Lease and all related instruments and documentsassets may be bound or result in the creation of any lien, when entered intocharge, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with security interest or encumbrance upon the terms thereofEquipment; (d) To the best of Lessee's knowledge, there are no pending actions actions, suits or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, whicharbitration tribunal or governmental body which shall, either individually or in the aggregateif determined adversely to Lessee, would materially adversely affect the financial condition of Lessee, or the its ability of Lessee to perform its obligations hereunderunder this Master Lease, each Supplementary Schedule or any related agreement to which it is a party; (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) a tax exempt entity under the laws Internal Revenue Code of 1986, as amended ("the Code"). If requested, Lessee will provide for each Supplementary Schedule an incumbency certificate or other document identifying the signatures and establishing the authority 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 signers 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 item of Equipment will be used for personal, family or household purposeslease documents.

Representations and Warranties of Lessee. Lessee hereby represents and warrants thatto Lessor that on the date hereof and on the date of execution of each Schedule: (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 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: (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 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 corporation duly organized 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 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 and will be at all times validly existing and in good standing under the laws of the state State of its incorporation; organization (b) specified in the execution, delivery and performance first sentence of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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"Agreement), 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 item of The Equipment will at all times be used for personal, family commercial or household business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants thatto Lessor that as of the date of each Lease and of each Certificate of Acceptance: (a) Lessee is a corporation has adequate power and capacity to enter into the Lease, any documents relative to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly organized authorized, executed and validly existing delivered by Lessee and constitute valid, legal and binding agreements, enforceable in good standing accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the laws of the state of its incorporationLease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on leasing the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do Equipment does not and will not contravene (i) violate any lawjudgment, governmental rule, regulation or order now binding on Lesseeorder, or law applicable to the charter Lease, Lessee or Lessee's certificate of incorporation or by-laws of (if Lessee is a corporation) or Lessee, 's partnership agreement (if Lessee is a partnership); or contravene the provisions of, or constitute a default under, or (ii) result in the creation of any lien or lien, security interest other encumbrance upon the property Equipment. (c) All financial data of Lessee under, or of any indenture, mortgage, contract or other agreement to consolidated group of companies of which Lessee is a party or by which it or its property is bound; member (c) this Lease and all related instruments and documents"Lessee Group"), 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 pending actions or proceedings delivered to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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) Lessor have been prepared in accordance with generally acceptable accepted accounting principles consistently applied ("GAAP"), on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee's financial condition and , or of the results of its operations Lessee Group, as of the stated date of and for the period covered by such statements, and since period(s). Since the date of such statements the most recently delivered financial data, there has been no material adverse change in such conditions the financial or operations; operating condition of Lessee or of the Lessee Group. (hd) the address stated above If Lessee is the chief place of business a corporation or partnership, it is 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 item of Equipment will be used for personalvalidly existing and in good standing under laws of the state of its incorporation or organization; the persons signing the Lease 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, family or household purposeswhich are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: documents (1) have been duly authorized by all necessary corporate and/or partnership action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations of Lessee except such as have been becn duly obtained, and (3) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the charter character or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee Lcssee is a party or by which it or its property is bound; (c) this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the tbe terms thereof; (d) there are no pending actions or proceedings to which Lessee is a partypart, and there tbere are no other pending or threatened actions or proceedings of which wbich Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect effect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; , (e) Lessee is not in default under any obligation for the tbe 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 residenceresidece, of Lessee; (i) Lessee does not conduct business under a trade, assumed or fictitious name; and (j) the Equipment is being leased hereunder solely bereunder sololy for business purposes and that no item of Equipment will be used for personal, personal family or household purposes.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Agreement and the Escrow Account Agreement and has been duly authorized to execute and deliver this and the Escrow Account Agreement and to carry out its obligations hereunder and there under. Attached hereto as Exhibit “F” is a full, true and correct copy or an original of a resolution or other appropriate official Sample Preview action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Agreement and the Escrow Account Agreement. Attached hereto as Exhibit “G” is a full, true and correct copy or an original of an Incumbency Certificate relating to the authority of the officers who have executed and delivered this Agreement and the Escrow Account Agreement on behalf of Lessee. Attached hereto as Exhibit “H” is a full, true and correct copy or an original of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Agreement and the Escrow Account Agreement on Lessee and certain other related matters. All requirements have been met and procedures have occurred in order to ensure the enforceability of this and the Escrow Account Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Agreement and the Escrow Account Agreement. Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Agreement or the Escrow Account Agreement or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. Sample Preview There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefore, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Agreement, the Escrow Account Agreement or any other agreement or instrument to which Lessee is a corporation duly organized party and validly existing which is used or contemplated for use in good standing the consummation of the transactions contemplated by this Agreement and the Escrow Account Agreement. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Agreement and the Escrow Account Agreement or in connection with the carrying out by Lessee of its obligations hereunder and there under have been obtained, except with respect to annual budgeting and appropriation procedures as required by State law. The payment of the Rental Payments or any portion thereof is not and will not be (under the laws terms of this Agreement, the Escrow Account Agreement or any underlying arrangement) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the state Purchase Price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not entered into and will not enter into any management or other service contract with respect to the use and operation of its incorporation; (b) the execution, delivery Equipment. The entering into and performance of this Lease Agreement and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do not and Escrow Account will not contravene violate any lawjudgment, governmental ruleorder, law or regulation applicable to Lessee or order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions result in any breach of, or constitute a default under, or result in the creation of any lien lien, charge, security interest or other encumbrance upon the property any assets of Lessee under, or on the Equipment or the Escrow Account pursuant to any indenture, mortgage, contract deed of trust, bank loan or credit agreement or other agreement instrument to which Lessee is a party or by which it or its property assets may be bound, except as herein provided. Lessee is bound; (c) this Lease acquiring the Equipment for use primarily within the geographic boundaries of its Member Agencies and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee for assistance to other agencies in accordance with Lessee's public purpose. The weighted average useful life of the terms thereof; (d) there are no pending actions or proceedings to which Lessee is a partyEquipment will not be less than the term of this Agreement, and there are no other pending or threatened actions or proceedings of which including all contemplated Renewal Terms. Sample Preview Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in entered into this Agreement and the aggregate, would adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under any obligation Escrow Account Agreement for the payment purpose of borrowed moneypurchasing, acquiring and leasing the Equipment. The Purchase Price 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 item of Equipment will be used paid directly by the Escrow Account Holder from the Escrow Account pursuant to the Escrow Account Agreement to the manufacturer, seller or supplier thereof, and no portion of the Purchase Price for personal, family the Equipment will be paid to Lessee as Lessee has made sufficient appropriations or household purposes.has other lawfully available funds to pay all Rental Payments due during the Initial Term. Lessee has not previously failed (for whatever reason) to appropriate Sample Preview amounts sufficient to pay its obligations that are subject to annual appropriation. Events of Default. Each of the following events constitutes an “Event of Default” hereunder:

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state jurisdiction specified below the signature of its incorporation; Lessee. (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; . (d) there There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect have a Material Adverse Effect. As used herein, "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lessee, or (2) a material impairment of the ability of Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, 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; and (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.any

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor, which representations and warranties shall be deemed to be repeated on each day that this Agreement remains in force, that: (a) Lessee Lessee, if a corporation, is a corporation duly organized incorporated and validly existing in good standing under the laws of the state jurisdiction of its incorporation, and Lessee has the power, corporate or otherwise, to enter into this Agreement and all certificates and other documents required hereby or referred to herein; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have Agreement has been duly authorized by all necessary action, corporate action or otherwise, on the part of Lessee, (2) do not require has been duly executed and delivered by Lessee and constitutes the approval of any stockholderlegal, partner, trustee, or holder of any obligations valid and binding agreement of Lessee except such as have been duly obtainedenforceable against it in accordance with their terms; (c) the execution, delivery, observance and (3) do performance of this Agreement does not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or result in the charter or by-laws of Lessee, or contravene the provisions breach of, or constitute a default under, contravene any provision of, or result in the creation of any lien on or encumbrance upon in any property or assets of the property of Lessee underLessee, pursuant to Lessee's constating, documents (if any) or any indentureagreement, mortgage, contract indenture or other agreement instrument to which Lessee is a party or by which it Lessee or any of its property is or assets may be bound; (c) this Lease and all related instruments and 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 pending actions actions, suits or proceedings pending or, to which Lessee is a partythe knowledge of Lessee, and there are no other pending threatened in any court or threatened actions tribunal or proceedings of which Lessee has knowledge, before any court, arbitrator competent authority against Lessee or administrative agency, any of its property or assets which, either individually or in the aggregatereasonable and bona fide opinion of Lessee, would adversely affect may have a material adverse effect on the financial condition or business of Lessee, or the ability of Lessee to perform its obligations hereunder; . (eContinued Over) 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 LESSEE: North American 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 item of Equipment will be used for personal, family or household purposes.Ltd. PER: /s/ Xxxxxx X. Xxxxx ----------------------------------- NAME: Xxxxxx X. Xxxxx --------------------------------- TITLE: President --------------------------------- DATE: ----------------------------------- wajax-mstr-lease

Representations and Warranties of Lessee. Lessee represents and warrants thatto Lessor that as of the date of each Lease and of each Certificate of Acceptance: (a) Lessee is a corporation has adequate power and capacity to enter into the Lease, any documents relative to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); the Documents have been duly organized authorized, executed and validly existing delivered by Lessee and constitute valid, legal and binding agreements, enforceable in good standing accordance with their terms; there are no proceedings presently pending or threatened against Lessee which will impair its ability to perform under the laws of the state of its incorporationLease; and all information supplied to Lessor is accurate and complete. (b) Lessee's entering into the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on leasing the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do Equipment does not and will not contravene not: (i) violate any lawjudgement, governmental rule, regulation or order now binding on Lesseeorder, or law applicable to the charter Lease, Lessee or Lessee's certificate of incorporation or by-laws of (if Lessee is a corporation) or Lessee, 's partnership agreement (if Lessee is a partnership); or contravene the provisions of, or constitute a default under, or (ii) result in the creation of any lien lien, security interest or other encumbrance upon the property Equipment. (c) All financial data of Lessee under, or of any indenture, mortgage, contract or other agreement to consolidated group of companies of which Lessee is a party or by which it or its property is bound; member (c) this Lease and all related instruments and documents"Lessee Group"), 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 pending actions or proceedings delivered to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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) Lessor have been prepared in accordance with generally acceptable accepted accounting principles consistently applied ("GAAP"), on a consistent basis with prior periods and fairly present the financial position and results from operations of Lessee's financial condition and , or of the results of its operations Lessee Group, as of the stated date of and for the period covered by such statements, and since period(s). Since the date of such statements the most recently delivered financial data, there has been no material adverse change in such conditions the financial or operations; operating condition of Lessee or of the Lessee Group. (hd) the address stated above If Lessee is the chief place of business a corporation or partnership, it is 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 item of Equipment will be used for personalvalidly existing and in good standing under laws of the state of its incorporation or organization; the persons signing the Lease 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, family or household purposeswhich are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants that: 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 organization or incorporation, or (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 full authority to represent, sign for and bind Lessee in all respects; (bc) the execution, delivery and performance of this Master Lease and all related instruments and documents: documents (1i) have been duly authorized by all necessary corporate action on the part of Lessee, (2ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3iii) 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 contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (cd) this the Lease and all related instruments and documents, Documents when entered into, into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereoftheir terms; (de) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, Lessee or the ability of Lessee to perform its obligations [ILLEGIBLE] hereunder; (ef) Lessee is not in default under any obligation for the payment of borrowed money, for the deferred purchase purcha? price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have adversely affect the same such effect; (f) under financi? condition of Lessee or the laws ability of the state(s) in which the Equipment is Lessee to be located, the Equipment consists solely of personal property perform its obligations hereunder 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 accepted accounting principles consistently applied ("GAAP"), and fairly present Lessee's ’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 [ILLEGIBLE] 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation specified below the signature of Lessee, and Lessee has not previously changed its state of incorporation; , and the organizational number assigned to Lessee by such jurisdiction is as specified below the Lessee's signature. (b) the The execution, delivery and performance of this the Lease Documents and all related instruments and documentscompliance with the terms thereof: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations of Lessee or any license, permit or other approval by, giving of notice to, or filing or recording with, any governmental authority, in each such case, 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; . (d) there There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would materially adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) under or remain in compliance with the Lease Documents. Further, 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; . (fe) under 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; property. (gf) the The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable 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, . (g) Lessee's full and since the date of such statements there has been no material adverse change in such conditions or operations; (h) the accurate legal name is as first provided above. The address stated above below the signature of Lessee is the chief place of business and chief executive office, or in the case of individuals, the primary residence, office of Lessee; (i) and Lessee does not conduct business under a trade, assumed or fictitious name; and . (jh) the Equipment is being leased hereunder solely for business purposes and that no Lessor has first priority perfected security interest in each item of Equipment will be used for personal, family or household purposesleased under each Equipment Schedule.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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 ’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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation; . (b) Carolina-Pacific Distributors, Inc., Certified Transport, Inc., Rainbow Trucking Services, Inc., Transit Leasing, Inc. f/k/a Capitol Warehouse Inc., Transportation Resources and Management, Inc., Cxxxxxx Xxxxxx & Co., Inc., KJ Transportation, Inc., Service Express, Inc., Diversified Trucking Corp., J&L Truck Leasing of Farmington, Inc. and Northstar Transportation, Inc. are each a wholly-owned subsidiary (directly or indirectly) of Transit Group, Inc. (c) The sale of those items of the Equipment described on the schedule attached to each Bxxx of Sale (collectively, the ABill of Sale@) executed by Lessee pursuant hereto and delivered to Lessor, and the execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; bound which has not been waived. (cd) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee Lessee, jointly and severally enforceable against Lessee each Lessee, in accordance with the terms thereof; . Subject to the release of existing lien rights, the Bxxx of Sale transfers to Lessor good and marketable title to the Equipment described on the schedule attached thereto. Other than the recording of certificates of title with respect to motor vehicles, no filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or any person, except such as have been duly made, given or taken, in order to preserve to Lessor all the rights transferred by the Bxxx of Sale. (de) there There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect have a Material Adverse Effect. As used herein, AMaterial Adverse Effect@ shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lesseethe Lessees taken as a whole, or (2) a material impairment of the ability of any Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, 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 The audited consolidated financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accepted accounting principles consistently applied ("GAAP"), and fairly present Lessee's consolidated financial condition and the results of its consolidated 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; . (hg) the The address stated above below the signature of Lessee is the chief place of business and chief executive office, or in the case of individuals, the primary residence, office of Lessee; (i) and Lessee does not conduct business under a trade, assumed or fictitious name; . (h) Lessee has reviewed the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to address on a timely basis, the AYear 2000 Problem@ (j) that is, the Equipment risk that computer applications used by Lessee may be unable to recognize and perform properly date-sensitive functions involving certain dates prior to and any date on or after December 31, 1999). Based on such review and program, Lessee believes that the AYear 2000 Problem@ will not have a Material Adverse Effect. From time to time, at the request of Lessor, Lessee shall provide to Lessor such updated information or documentation as is being leased hereunder solely for business purposes and that no item requested regarding the status of Equipment will be used for personal, family or household purposesits efforts to address the Year 2000 Problem.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; , (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 officeoffices, 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants ---------------------------------------- that: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the state of its incorporation; (b) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this the Lease and all related instruments and documentsDocuments, 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agencyGovernmental Authority, 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; (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; and (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.________________________________________________________________________________

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state of its incorporation; . (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; bound the contravention and/or creation of which would have a material adverse effect on Lessee. (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; , except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and by applicable law (or equitable rights) which may affect creditors' rights generally. (d) there There are no pending actions or proceedings to which Lessee is a partyparty (and as to which Lessee has received written notice), and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would materially and adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) or remain in compliance with the Lease Documents. Further, Lessee is not in default (as of the date of execution hereof, and Lessee has no knowledge of the occurrence of any event which, with the giving of notice or the lapse of time, or both, would become a 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; . (fe) 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 The financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable 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 has been no material adverse change in such conditions or operations; . (hf) the The address stated above below the signature of Lessee is the chief place of business and chief executive office, or in the case of individuals, the primary residence, office of Lessee; (i) and 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 item of Equipment will be used for personal, family or household purposes.

Representations and Warranties of Lessee. As of the Effective Date hereof, each Lessee represents and warrants thatto the Lessor as follows: (a) Lessee is a corporation duly organized and validly existing in good standing under the laws of the its state of its incorporation; (b) organization/formation, is qualified to do business and in good standing in the executionState and has full power, delivery authority and performance legal right to execute and deliver this Amendment and to perform and observe the provisions of this Lease and all related instruments and documents: (1) have Amendment to be observed and/or performed by Lessee. This Amendment has been duly authorized authorized, executed and delivered by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (3) do not constitutes and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or constitute the charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by creditors rights, laws and general principles of equity. || Lessee is solvent, has timely and accurately filed all tax returns required to be filed by Lessee, and is not in default in the terms thereofpayment of any taxes levied or 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. No 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 Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee. 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; (dB) there are no pending actions the organizational or proceedings 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 party, and there are no other pending counterparty or threatened actions by which it is bound; or proceedings (ii) the acceleration of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect the financial condition obligation of Lessee, or the ability of 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; and (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.

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation duly organized and organized, validly existing and in good standing under the laws of the state specified as its state of its incorporation; incorporation below the signature of Lessee. (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate action on the part of Lessee, ; (2) do not require the approval of any stockholder, partner, trustee, trustee or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; bound the contravention of which would have a Material Adverse Effect. (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; , except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and by applicable law (or equitable rights) which may affect creditors' rights generally. (d) there There are no pending actions or proceedings to which Lessee is a partyparty (and as to which Lessee has received written notice), and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect have a Material Adverse Effect. As used herein, "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lessee, or (2) a material impairment of the ability of Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, Lessee is not in default (as of the date of execution hereof and as of the date of execution of each Equipment Schedule hereunder, and Lessee has no knowledge of the occurrence of any event which, with the giving of notice or the lapse of time, or both, would become a 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; and (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.deferred

Representations and Warranties of Lessee. Lessee represents and warrants that: (a) Lessee is a corporation limited liability company duly organized and organized, validly existing in good standing under the laws of the state jurisdiction specified below the signature of its incorporation; Lessee. (b) the The execution, delivery and performance of this the Lease and all related instruments and documentsDocuments: (1) have been duly authorized by all necessary corporate legal action on the part of Lessee, ; (2) do not require the approval of any stockholdermember, partner, trustee, trustee or holder of any obligations 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 charter or by-laws articles of organization of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; . (c) this Each of the Lease and all related instruments and documentsDocuments, when entered into, will constitute legal, valid and binding obligations of Lessee enforceable against Lessee Lessee, in accordance with the terms thereof; . (d) there There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, which, either individually or in the aggregate, would adversely affect have a Material Adverse Effect. As used herein, "Material Adverse Effect" shall mean (1) a materially adverse effect on the business, condition (financial condition or otherwise), operations, performance or properties of Lessee, or (2) a material impairment of the ability of Lessee to perform its obligations hereunder; (e) under or to remain in compliance with the Lease Documents. Further, 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; . (fe) under 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; . (gf) the The financial statements of Lessee HS Resources, Inc. (the "Guarantor") (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable 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 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 item of Equipment will be used for personal, family or household purposes.the

Representations and Warranties of Lessee. Lessee represents makes each of the following representations and warrants thatwarranties to Lessor on the date hereof and on the date of execution of each Schedule. Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents"). Lessee is duly 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. 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 limed under applicable bankruptcy and insolvency laws. No approval, consent or withholding or 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. the entry into and performance by Lessee of the Documents will not: (ai) violate any judgment, 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 creations 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 corporation duly organized party. 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. The Equipment accepted under any Certificate of Acceptance is and will remain tangible personal property. Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principals consistently applied, except to the extent notes to the financial statements are not required pursuant to SEC requirements. Since the date of the most recent financial statement, there has been no material adverse change. Lessee is and will be at all times validly existing and in good standing under the laws of the state State of its incorporation; incorporation (b) specified in the execution, delivery and performance first sentence of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and 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 pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, 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; (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"Agreement), 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 item of . The Equipment will at all times be used for personal, family commercial or household business purposes. PURPOSE OPTION: Lessee may at lease expiration purchase all (but not less than all) of the Equipment in any Schedule on an AS IS BASIS for cash equal to its then Fair Market Value (plus all applicable sales taxes). Lessee must notify Lessor of its intent to purchase the Equipment in writing at least one hundred eighty (180) days in advance. If Lessee is in default or if the Lease has already been terminated Lessee may not purchase the Equipment.

Representations and Warranties of Lessee. Lessee represents and warrants that: that (a) Lessee is a municipal corporation duly organized and validly existing under the constitution and laws of the state where it is located, with the power and authority thereunder to enter into this Lease and assume and perform the obligations stated herein, and Lessee will take all actions necessary to preserve such existence, power, and authority; (b) Lessee has been duly authorized to execute and deliver the Lease Documents by proper action of its governing body and all other proceedings of Lessee relating to the transaction contemplated by this Lease have been performed according to all applicable local, state and federal laws; (c) Lessee covenants that it will use 95% or more of the proceeds of this Lease as soon as practicable for the purposes stated in good standing this Lease - to wit, performance of essential local government functions of Lessee - and that no part of the proceeds shall be invested at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated when this Lease was entered into, would have resulted in classification of this Lease in any amount as an “arbitrage bond” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder; (d) Lessee designates this as a “qualified tax-exempt obligation” as defined in Section 265(b)(3)(B) of the Code and Lessee reasonably anticipates to issue qualified tax-exempt obligations during the budget year of the Funding Date in an amount not exceeding $10,000,000; (e) this Lease is not a private activity bond as defined in Section 141 of the Code; (f) the remaining useful life of the Equipment is less than 120% of the Term of this Lease; (g) Lessee is a state or political subdivision with taxing power under the laws of the state of its incorporationwhere it is located; (bh) the execution, delivery and performance of this Lease and all related instruments and documents: (1) have been duly authorized by all necessary corporate action on the part of Lessee, (2) do not require the approval of any stockholder, partner, trustee, or holder of any obligations 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 charter or by-laws of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (c) this Lease and all related instruments and documents, Documents when entered into, into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with the terms thereoftheir terms; (di) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148, and all applicable Treasury Department regulations, in order to maintain the excludability of the interest component of Rent payments from federal income taxation; (j) there are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court, arbitrator or administrative agency, governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee, Lessee or the ability of Lessee to perform its obligations hereunder; and (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; (gk) the financial statements of Lessee Xxxxxx (copies of which have been furnished to Lessor) have been prepared in accordance with generally acceptable accepted accounting principles principles, consistently applied ("GAAP")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 has been no material adverse change in such conditions its financial condition or operations; (h) . Lessee shall cause to be executed as a requirement of this Lease an opinion of counsel in substantially the address stated above is the chief place of business form attached hereto as Exhibit E 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 item of Equipment will be used for personal, family or household purposesincorporated by this reference.