Common use of REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE Clause in Contracts

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE. Lessee covenants, represents and warrants to Lessor (which warranties and covenants shall survive the execution hereof and will continue through the Expiration Date) that: (i) Lessee is a corporation duly organized and existing in good standing under the laws of the State of Nevada; is duly qualified to do business wherever necessary to carry on its present business and operations and to perform its obligations under this Lease; (ii) this Lease and the necessary documentation relating thereto, when executed by Lessee, will have been duly authorized by all necessary corporate action on the part of Lessee, and does not require any stockholder approval, and does not contravene any law binding on Lessee or contravene Lessee's Certificate of Incorporation or By-Laws, or any indenture, loan agreement, credit agreement, or other contractual agreement to which Lessee is a party or by which it is bound; (iii) neither the execution and delivery by Lessee of this Lease, nor the leasing of the Aircraft, nor the performance by Lessee of any of its obligations nor compliance with any of its covenants hereunder, require the consent or approval of, or the giving of notice to, the FAA, or any other federal, state or foreign governmental authority; (iv) this Lease, when entered into and delivered by Lessee, will constitute the legal, valid and binding obligations of Lessee, enforceable against the Lessee in accordance with the terms hereof; (v) there are no pending or threatened actions or proceedings before any court or administrative agency which may materially adversely affect Lessee's financial condition or operation, or the payment and performance of its obligations hereunder; (vi) the Aircraft shall be based and primarily used in the United States and the Aircraft will not be "used predominantly outside the United States" within the meaning of Section 168(g)(1)(A) of the Internal Revenue Code of the United States, as amended.; (vii) the chief place of business of Lessee is as set forth in the notice section hereto, and Lessee agrees to give the Lessor prior written notice of any relocation of said chief place of business from its present location; and (viii) the Principal Location of the Aircraft is as defined in Exhibit A attached hereto, and the Lessee agrees not to change such Principal Location without the consent of Lessor, which consent 6 shall not be unreasonably withheld.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE. The Lessee covenantsmakes the following representations, represents and warrants to Lessor (which warranties and covenants shall survive the execution hereof and will continue through the Expiration Date) that: agreements: (ia) Lessee is a corporation limited liability company duly organized formed, validly existing and existing in good standing under the laws of the State of Nevada; Delaware. Lessee has full right, power and authority to execute and deliver this Lease. Lessee shall provide to the Commission, contemporaneously with the execution hereof, corporate resolutions approving this Lease and authorizing the signatory hereto to execute this Lease on behalf of Lessee. If Lessee is not organized pursuant to laws of the State of Indiana, it warrants and represents that it is now duly qualified to do business wherever necessary to carry on its present business in the State of Indiana as a foreign limited liability company and operations agrees that it will continuously remain so qualified during the Demised Term. (b) Neither the execution and to perform its obligations under delivery of this Lease; , nor the consummation of the transactions contemplated hereby, nor compliance with the terms, conditions and provisions hereof will conflict with or result in a breach of any law or any regulation, order, writ, injunction or decree of any court or governmental instrumentality or agency or any agreement or instrument to which Lessee or any guarantor is a party or by which it or its property are subject or bound, or constitute a default thereunder or result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of the property of Lessee pursuant to the terms of any such agreement or instrument. (iic) The execution and delivery of this Lease and the necessary documentation relating thereto, when executed by Lessee, will have has been duly authorized by all necessary corporate action on the part of Lessee, and does not require any stockholder approvalno authorization, and does not contravene any law binding on Lessee approval or contravene Lessee's Certificate of Incorporation or By-Lawsconsent by, or from, any indenture, loan agreement, credit agreement, governmental or other contractual agreement to which Lessee public regulatory authority is a party or by which it is bound; (iii) neither the execution necessary. This Lease has been duly and delivery by Lessee of this Lease, nor the leasing of the Aircraft, nor the performance by Lessee of any of its obligations nor compliance with any of its covenants hereunder, require the consent or approval of, or the giving of notice to, the FAA, or any other federal, state or foreign governmental authority; (iv) this Lease, when entered into validly executed and delivered by Lessee, will constitute the Lessee and constitutes a legal, valid and binding obligations obligation of Lessee, enforceable against the Lessee in accordance with its terms. Guarantors’ financial statements delivered to the terms hereof; Commission prior to the execution and delivery of this Lease fairly present their respective financial condition as of the date thereof. Since the dates of such financial statements, there has been no material adverse change in the assets, liabilities or financial condition of guarantors as reflected therein. Neither Lessee nor guarantor has admitted or failed to disclose a fact or contingency that would materially adversely affect the consolidated financial position of guarantor reflected in such financial statements. (vd) there There are no pending actions, suits, proceedings, investigations or threatened actions inquiries pending, or proceedings to the knowledge of Lessee or any of the guarantors, threatened, against or affecting Lessee or any of the guarantors before any court or administrative agency governmental instrumentality or agency, the result of which may materially might have a material adverse effect on Lessee or its operations or consolidated financial condition, or on the operation of the Leased Premises or the financial condition of any of the guarantors. (e) During the Demised Term, and within ninety (90) days after the close of each fiscal year, Lessee shall furnish the Commission the current annual consolidated audited financial statements of guarantor filed with the U.S. Securities and Exchange Commission on Form 10-K. In addition, during the Demised Term, and within forty-five (45) days after the close of each fiscal quarter, Lessee shall furnish the Commission current quarterly financial statements of guarantor filed with the U.S. Securities and Exchange Commission on Form 10-Q. (f) Lessee shall promptly give the Commission written notice of all litigation, actions, suits or proceedings, investigations or inquiries before any court or governmental authority affecting Lessee, the Leased Premises or a guarantor which, if determined adversely affect to Lessee's , would have a material adverse effect on the consolidated financial condition of any of the guarantors or on the consolidated financial condition or operation, operations of Lessee or the payment and performance its ability to perform any of its obligations hereunder; under the Lease. (vig) Lessee shall provide to the Aircraft shall be based and primarily used in Commission, contemporaneously with the United States and execution hereof, an opinion of counsel to Lessee as to those matters reasonably requested by the Aircraft will not be "used predominantly outside the United States" within the meaning of Section 168(g)(1)(A) of the Internal Revenue Code of the United States, as amendedCommission.; (vii) the chief place of business of Lessee is as set forth in the notice section hereto, and Lessee agrees to give the Lessor prior written notice of any relocation of said chief place of business from its present location; and (viii) the Principal Location of the Aircraft is as defined in Exhibit A attached hereto, and the Lessee agrees not to change such Principal Location without the consent of Lessor, which consent 6 shall not be unreasonably withheld.