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partnership agreement or other organizational documents, as applicable, or (B) in the context of the transactions contemplated by this
Agreement and the other Transaction Documents, any material indenture, agreement or instrument binding on it, (ii) result in the
creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument,
except for any Lien that could not reasonably be expected to have a Material Adverse Effect or that arises under the Transaction
Documents, or (iii) violate in any material respect any Law applicable to it or any of its properties.
SECTION 6.6 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 purposes of this Agreement or the transactions contemplated hereby or (iii) that involve
this Agreement, except, solely with respect to this clause (iii), as set forth in Schedule 8 of the Servicing Agreement.
SECTION 6.7 Licenses and approvals
No license, 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 the transactions contemplated hereby, in each case,
that has not been made or obtained other than registrations and notifications that are permitted to be obtained after the Lease Closing
Date, which Servicer shall obtain or cause to be obtained within the statutorily prescribed timeframe.
SECTION 6.8 Software licenses
The execution and performance of the First Step Transfer Agreement and the Second Step Transfer Agreement do not
infringe any licenses or other agreements for the use of the software connected to the Devices.
ARTICLE VII
COVENANTS
At all times from the Lease Closing Date to the Final Settlement Date, unless Lessor shall otherwise consent in writing:
SECTION 7.1 Affirmative Covenants
(a) Reporting Requirements. Each Lessee will furnish to Lessor promptly following a request therefor, any documentation
Lessor reasonably requests relating to such Lessee, the transactions contemplated hereby or the Lessee Collateral in order to comply
with its obligations under the Transaction Documents, protect Lessor’s interest as contemplated by this Agreement or any other
Transaction Document or to comply with applicable Law; provided, Lessees shall not be required to furnish any information to the
extent that any Lessee has determined in good
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