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agreement or instrument except for any Lien that could not reasonably be expected to have a Material Adverse Effect or
arising under the Transaction Documents, or (iii) violate in any material respect any Law applicable to it or any of its
properties.
(d) Bulk Sales Act . No transaction contemplated hereby requires compliance by it with any bulk sales act or similar
Law.
(e) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to its Knowledge, threatened against or affecting it (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect, (ii) seeking to prevent the consummation of the transactions contemplated by this
Agreement or any of the other Transaction Documents, or (iii) that otherwise involve this Agreement or any other
Transaction Document to which it is a party, except, solely with respect to this clause (iii), as set forth in Schedule 8 to the
Servicing Agreement.
(f) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required for its due execution, delivery and performance of this Agreement or any other
Transaction Document to which it is a party or the transactions contemplated hereby or thereby, except, as applicable, for the
filing of UCC financing statements required under the Transaction Documents and filings with the Securities Exchange
Commission to the extent required by applicable Law.
SECTION 4.2 Additional Representations and Warranties of the Lessees . Each Lessee represents and warrants to the
Buyer (i) as of the Lease Closing Date, (ii) as of the Amendment Closing Date and (iii) as of each Like-Kind Exchange Transfer
Date, provided, however, (a) in the case of clause (ii) each Lessee does not make the representation in Section 4.2(k) and (b) in the
case of clause (iii), each Lessee only makes the representation and warranty in Section 4.2(k)(i) and only in respect of the Like-Kind
Exchange Device transferred as of the applicable Like-Kind Exchange Transfer Date, as follows:
(a) Organization and Good Standing . It has been duly organized or incorporated in, and is validly existing as a
corporation, exempted company or limited liability company, as applicable, in good standing under the Laws of its
jurisdiction of organization or incorporation (where applicable), with power and authority to own its properties and to
conduct its business as such properties are presently owned and such business is presently conducted and will be conducted,
except to the extent that such failure could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
(b) Due Qualification . It is duly qualified to do business as a foreign organization in good standing, if applicable, and has
obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of its
property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be in
good standing or to hold any such qualifications, licenses and
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