Common use of COVENANTS OF LESSEE Clause in Contracts

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. Lessee has inspected the mining claims and all other property on the claims, both real and personal, if any, movable and immovable, if any, and accepts same in their present condition, "As Is, Where Is." Both parties agree that Lessee does not assume responsibility or liability for any pre-existing environmental conditions on the premises. (1) Any purchases or acquisitions of the Commencement Date for each Property Schedule executed and delivered hereunder, equipment or personal property by Lessee shall be at the sole cost and expense of the Lessee and for its own account. Upon the termination of this Lease for any cause and for 180 days thereafter, Lessee will be permitted to remove from the leased property all movable equipment and other personal property which it has installed, save and except as otherwise limited herein. (2) Lessee shall pay in full for all labor performed upon or material furnished to the said premises at the instance or request of the Lessee. Lessee shall keep the premises free and clear Mining Lease Independence Gold Range 061705 from any and all liens of laborers, mechanics, materialmen, vendors or installers of fixtures and equipment, or any other person or persons who may assert a lien by law, provided, however, that Lessee shall have the option and right to contest any such lien by notifying Lessor of its intent to do so within ten (10) days after Lessee receives notice of the lien. Lessee shall diligently and expeditiously contest the lien. Lessee shall immediately notify Lessor when Lessee executes this Lease in order that Lessor may timely record a notice of nonresponsibility in the Office of the Recorder of Lander County, Nevada. (3) Lessee shall at all times comply in all respects with all the laws and regulations relating to the performance of work and all other activities within or upon the leased premises. The Lessee shall provide Workmen's Compensation Insurance and such other insurance to cover personnel and all of its operations upon the premises in the amount and form as may be required by law. Lessee shall indemnify and hold the Lessor harmless of and from any and all claims, demands, or liabilities arising out of or in connection with the operations or activities of the Lessee hereunder. Lessee assumes full and sole responsibility for the operation and direction of the work done under this agreement on the leased premises and no employee or agent furnished by Lessee shall under any circumstances be deemed an employee of the Lessor. (4) Lessee agrees to pay all taxes levied and assessed upon the leased premises or any part thereof, including taxes measured on Lessee’s share of production and also including taxes levied and assessed on improvements and any equipment, movable or immovable, placed upon the leased premises by Lessee during the continuance of this Lease, commencing with taxes for the current year, and to make payment thereof, as required by the statutes of the State of Nevada so that no default in taxes upon the leased premises shall occur, and to deliver to Lessor, upon request, the original or duplicate tax receipts for payment made. Should Lessee be in possession, under this Lease, for only a portion of a year, the tax for that year shall be pro-rated between the Lessor and the Lessee on the basis of taxes for the last preceding year. As a condition of Lessee's obligations pursuant to this paragraph, Lessor shall timely deliver to Lessee all tax notices which Lessor may receive. Lessee is not obligated to pay any taxes assessed on minimum advance production royalty or production royalty payments received by Lessor. (5) While this Lease is in effect, Lessee does hereby agree to annually file with the appropriate agency of the United States any required "Notice of Intent to Hold Mining Claims" and to pay all required rental or other fees, including BIM rental fees due on or before the applicable statutory deadline, and to make all filings required by State of Nevada law. Furthermore, while this Lease is in effect, Lessee will perform all other duties and do all filings and recordings and make all payments required by Federal, State and local laws, rules, regulations, orders and directives. If Lessee terminates this agreement between June 1 and December 31 of any Calendar year, Lessee is obligated to pay all required rental and other fees under this section which come due between June 1 and December 31 for that Calendar year. (6) In the event of termination of this Lease by expiration of the term hereof, or for any reason whatsoever, the Lessee agrees to surrender the leased premises to the Lessor subject to Article XXIV of this Lease. The Lessee, however, shall have the right to remove movable machinery and equipment placed by it upon and within the leased premises, save and except for track, timbers, chutes, ladders, and similar underground improvements, which shall be left in place, except to the extent Lessee is otherwise required to remove the same in accordance with applicable laws and regulations. The Lessee shall have the right to effect any permitted removal of such machinery and equipment prior to the expiration of this Lease, or within one hundred and eighty (180) days thereafter. Any such machinery or equipment not removed prior to the expiration of said period of one hundred eighty (180) days following termination of said lease shall be deemed abandoned by Lessee, affixed to the leased premises and shall become and remain Mining Lease Independence Gold Range 061705 the property of the Lessor. In any event, following termination, Lessee shall, if requested by Lessor, act reasonably expeditiously to remove its equipment. (7) Lessee agrees to keep accurate books of account showing the operations, and particularly showing ores mined and milled, or mined and shipped by the Lessee. Lessor or its authorized agents shall have a right to audit and inspect Lessee's accounts and records used in calculating production royalty payments, which right may be exercised as to each payment at any reasonable time during a period of one (1) year from the date on which the payment was made by Lessee. If no such audit is performed during such period, such accounts, records and payments shall be conclusively deemed to representbe true, covenant accurate and warrant correct. (8) Lessee shall allow representatives of Lessor at their own risk and upon reasonable prior notice to enter upon and into all parts of said premises from time to time, and at all reasonable times and hours, for the benefit purpose of Lessor as followsinspecting or surveying the same, or taking samples of ore therefrom, and to examine any and all other aspects of Lessee's operations on the claims. (9) [Deleted] (10) Lessee shall at all times carry the following insurance coverage on the premises: (a) Lessee is Public liability insurance of not less than $1,000,000.00 (U.S.) per occurrence, nor less than $2,000,000.00 (U.S.) in aggregate, with Lessor to be a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereundernamed insured. (b) Lessee will do or cause Property damage coverage of not less than $100,000.00 (U.S.), with Lessor to be done all things necessary to preserve a named insured. Lessee may include this coverage with other coverage it now has or will acquire on other mining operations provided: that Lessor shall be named a loss payee and keep additional insured in full force said policy or policies, and effect shall within forty-five (45) days receive from Lessee or its existence as insurer a body corporate and politic. To the extent Lessee should merge with another entity under the laws copy of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunderendorsement so showing. (c11) If Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, locates any unpatented mining claim all or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds which is within one-half (1/2) mile of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 claims described in Exhibit A existing as of the Code and effective date of this Lease, the regulations of the Treasury Department thereunder proposed or in effect at the time entirety of such use and applicable unpatented mining claims shall be held in the name of Lessor subject to obligations issued on the date of issuance of the Property Schedule. (g) The executionthis Lease. This section shall only govern those claims located by Gold Range, delivery and performance of or its agents. Assignees to this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is shall be also bound by this section. Gold Range is under no obligation to Lessor regarding claims or mining properties acquired from any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectthird party. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant warrants for the benefit of Lessor Xxxxxx as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws County of the State with full power and authority to enter into this Agreement and of Colorado (the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder"State"). (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunderexistence. (c) Lessee represents it has full power and authority to enter into this Lease which has been duly authorized, executed and delivered by Xxxxxx and is a valid and binding obligation of Lessee enforceable in accordance with its terms, and all requirements for execution, delivery, and performance of this Lease have been, or will be, complied with in a timely manner. (d) Xxxxxx has been duly authorized to execute and deliver this Agreement Lease under the terms and provisions of the Property Schedule by proper action formal proceedings taken by its governing bodybody pursuant to an ordinance duly adopted by the governing body of the Lessee, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2Lease. (de) Rental Payments will not cause the Lessee to exceed its applicable spending limits for the Fiscal Year under Article X, Section 20 of the Colorado Constitution. (f) During the Lease Term for the Property ScheduleTerm, the Property thereunder will perform and Equipment will be used by Lessee only for the purpose of performing one or more essential governmental uses and public or proprietary functions within of Lessee consistent with the permissible scope of Lessee's ’s authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with There are no pending or result in a violation threatened lawsuits or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease administrative or other instrument to which Lessee is a party proceedings contesting the authority for, authorization or by which it is bound by any law performance of, or any ruleexpenditure of funds pursuant to, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectthis Lease. (h) Lessee's exact legal name Information supplied and statements made by Xxxxxx in any financial statement or current budget prior to or contemporaneously with this Lease are true and correct. (i) During the period this Lease is in force, Xxxxxx will comply with the covenants as defined and set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to LessorExhibit A attached hereto.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule Xxxxxxxx executed and delivered hereunder, Lessee Xxxxxx shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee Xxxxxx agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned LesseeXxxxxx's rights and shall assume LesseeXxxxxx's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee Xxxxxx has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee Xxxxxx only for the purpose of performing essential governmental uses and public functions within the permissible scope of LesseeXxxxxx's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) LesseeXxxxxx's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunderwarrants, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body corporate county and politic political subdivision duly organized and existing under the constitution Constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunderState. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent . (c) Lessee should merge with another entity is authorized under the Constitution and laws of the StateState to enter into this Lease, Lessee agrees that as a condition and the transaction contemplated hereby, and to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's perform all of its obligations hereunder. (cd) Lessee has been duly authorized to execute and deliver this Agreement Lease and the Property Schedule by proper action by its governing body, or by other appropriate official approvalpayment schedule attached hereto as Exhibit A, and further represents and warrants that it has taken all requirements have been met such action as necessary to make this Lease the valid and procedures have occurred in order binding obligation of Lessee, enforceable according to ensure the validity and enforceability of this Agreement and the Property Scheduleits terms, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement its usual and the Property Schedule and customary purchasing practices in connection with the acquisition by Lessee Lessor of the Property thereunder. On or before the Commencement Date Equipment hereunder for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2use by Lessee. (de) During the Lease Term for the Property Scheduleterm of this Lease, the Property thereunder will perform and Equipment will be used by Lessee only for the purpose of performing essential one or more governmental uses and public or proprietary functions within of Lessee consistent with the permissible scope of Lessee's authority’s authority and will not be used in a trade or business of any person or entity other than Lessee. (ef) During the period this Lease is in force, Lessee will provide Lessor with annual reports within 210 days after the end of each fiscal year and include the following in such annual reports: current financial statements, budgets and budgets, proof of appropriation for the ensuing budget fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information Lease as may be reasonably requested by Lessor. (f) Lessee will comply with all applicable provisions Lessor or its assignee. So long as the requested items are available publicly on a web site, delivery of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will physical copies shall not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedulerequired. (g) The execution, delivery and performance Each Unit of Equipment acquired under this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in Lease will have a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting useful life in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets hands of Lessee or that is in excess of the sum of the Original Term and all Renewal Terms specifically relating to which it is subjectit. (h) Lessee's exact legal name The Equipment is, and during the period this Lease is as set forth on in force shall remain, personal property of the first page Lessor. (i) The County has implemented and maintains in effect policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the County and its officers and employees and, to the knowledge of the County, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the County or to the knowledge of the County, any of its directors, officers or employees, or (b) to the knowledge of the County, any agent of the County that will act in any capacity in connection with or benefit from the Site Lease or this Lease, is a Sanctioned Person. Neither this Lease, any borrowing hereunder, the use of proceeds or other transaction contemplated by this Lease will violate any Anti- Corruption Law or applicable Sanctions. (j) The County will maintain in effect and enforce policies and procedures designed to ensure compliance by the County and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (k) The County shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of this Agreement. Lessee will not change its legal name Lease or the Equipment (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti- Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any respect without giving thirty Sanctioned Country, or (30C) days prior notice in any manner that would result in the violation of any Sanctions applicable to Lessorany party hereto. Notwithstanding any provisions to contrary contained herein, any violation of this provision shall constitute an immediate Event of Default hereunder.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 25. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of agrees that its obligations thereunder. under this Lease and any Schedule hereto, including without limitation, the obligation to pay rental, are irrevocable and absolute, shall not abatx xxx any reason whatsoever (b) Lessee will do or cause to be done all things necessary to preserve including any claims against Lessor), and keep shall continue in full force and effect its existence as a body corporate and politic. To regardless of say inability of Lessee to use the extent Lessee should merge with another entity under the laws Equipment or arty part thereof for any reason whatsoever including, without limitation, war, act of God, storms, governmental regulations, strike or other labor troubles, loss, damage, destruction, disrepair, obsolescence, failure of or delay in delivery of the StateEquipment or failure of the Equipment to properly operate for any cause. In the event of any alleged claim (including a claim which would otherwise be in the nature of a set-off) against Lessor, Lessee agrees that as a condition to such merger it will require that shall fully perform and pay its obligations hereunder (including the remaining payment of all tarts, without set-off or resulting entity defense of any kind) and its only exclusive recourse against Lessor shall be assigned by a separate action. Lessee agrees to furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's rights performance trader this Lease and shall assume any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of the Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's obligations chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if requested by Lessor prior to the initial purchase by Lessor of Equipment for lease hereunder. (c) , shall provide at Lessee's expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee has been duly authorized under this Lease and any Schedule hereto. So long as there are amounts due Lessor under this Lease, Lessee shall supply Lessor with such other financial and operating performance data as is provided to execute its outside investors or commercial lenders and, if applicable, required to be provided to shareholder by the Security and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property ScheduleExchange Commission, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide immediately notify Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency material adverse change in its financial condition or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectbusiness prospects. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor Xxxxxx agrees that so long as followsany Rental Payments or other amounts due under this Agreement remain unpaid: (a) Lessee is shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or regulation or in a public body corporate manner contrary to that contemplated by this Agreement. Lessee shall obtain and politic duly organized maintain all permits and existing under licenses necessary for the constitution installation and laws operation of the State with full power Equipment. Lessee shall not, without the prior written consent of Lessor (which shall not be unreasonably withheld or delayed), affix or install any accessory equipment or device on any of the Equipment if such addition would materially and authority to enter into this Agreement and adversely change or impair the Property Schedule and the transactions contemplated thereby and to perform all originally intended functions, value, utility or remaining useful life of its obligations thereundersuch Equipment. (b) Lessee will do or cause shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such access to the Equipment as may be done all things reasonably necessary to preserve and keep perform maintenance on the Equipment in full force and effect the event of failure by Xxxxxx to perform its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly, at its own expense, take such actions as may be necessary duly authorized to execute and deliver this Agreement and discharge or remove any such claim if the Property Schedule same shall arise at any time. Lessee shall reimburse Lessor for any expense incurred by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred Xxxxxx in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with discharge or remove any such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2claim. (d) During The person or entity in charge of preparing Lessee’s budget will include in the Lease Term budget request for each Fiscal Year the Property ScheduleRental Payments to become due during such Fiscal Year, the Property thereunder will perform and will use reasonable and lawful means available to attempt to secure the appropriation of money for such Fiscal Year sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental Payments is a discretionary governmental function which Xxxxxx cannot contractually commit itself in advance to perform. Xxxxxx acknowledges that this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make all Rental Payments can and will lawfully be used by Lessee only for appropriated and made available to permit Xxxxxx’s continued utilization of the purpose Equipment in the performance of performing its essential governmental uses and public functions within during the permissible scope of Lessee's authorityapplicable Lease Terms. (e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other than Lessor’s interest in the Equipment, as provided herein, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's general purpose fund. (f) Upon Lessor’s request and if the same are not readily publicly available in an online format, Lessee shall provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial any reasonable information relating to the ability of Lessee to continue this Agreement and each Lease or with respect to the Property Schedule in such form and containing such information Equipment as may be reasonably requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property ScheduleXxxxxx. (g) The executionLessee shall promptly and duly execute and deliver to Lessor such reasonable further documents, delivery instruments and performance assurances and take such further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the Property Schedule rights and compliance with the provisions hereof and thereof by Lessee does not conflict with remedies created or result intended to be created in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree favor of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectLessor hereunder. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant warrants for the benefit of Lessor and any Registered Owners (as hereinafter defined) as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement Lease and the Property Schedule and the transactions transaction contemplated thereby hereby and to perform all of its obligations thereunderhereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule Lease by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property ScheduleLease, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule Lease and the acquisition by Lessee of the Property thereunderEquipment hereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered executed an opinion of its counsel in substantially the form attached to the form of the Property Schedule hereto as Exhibit 2.C. (d) During the Lease Term for the Property Scheduleterm, the Property thereunder Equipment will perform and will be used by Lessee only for the purpose of performing only essential governmental uses and public functions within of Lessee consistent with the permissible scope of LesseeXxxxxx's authority. (e) Lessee will annually provide Lessor with current financial statements, budgets and budgets, proof of appropriation for the ensuing budget fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information Lease as may be requested by LessorXxxxxx, or its assigns. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as now in effect or as hereafter from time to time amended (the “"Code”"), including Sections Section 103 and 148 thereof, and or the regulations of the Treasury Department thereunder, from time to time proposed or in effect, effect in order to maintain the excludability exclusion from gross income for federal income tax purposes taxation of the interest component components of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(aRental Payments. (g) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule Lease as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule Lease has been entered into, and that no part of the proceeds of the Property Schedule Lease shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the AgreementLease, would have caused any portion of the Property Schedule Lease to be or become "arbitrage bonds" within the meaning of Section 103(b)(2103 (b) (2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property ScheduleCommencement Date. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule Xxxxxxxx executed and delivered hereunder, Lessee Xxxxxx shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee Xxxxxx agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned LesseeXxxxxx's rights and shall assume LesseeXxxxxx's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 25. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee Xxxxxx only for the purpose of performing essential governmental uses and public functions within the permissible scope of LesseeXxxxxx's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) LesseeXxxxxx's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of agrees that its obligations thereunder. under this Lease and any Schedule hereto, including without limitation, the obligation to pay rental, are irrevocable and absolute, shall not xxxxx for any reason whatsoever (b) Lessee will do or cause to be done all things necessary to preserve including any claims against Lessor), and keep shall continue in full force and effect its existence as a body corporate and politic. To regardless of any inability of Lessee to use the extent Lessee should merge with another entity under the laws Equipment or any part thereof for any reason whatsoever including, without limitation, war, act of God, storms, governmental regulations, strike or other labor troubles, loss, damage, destruction, disrepair, obsolescence, failure of or delay in delivery of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing bodyEquipment, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee failure of the Property thereunderEquipment to properly operate for any cause. On or before In the Commencement Date for event of any alleged claim (including a claim which would otherwise be in the Property Schedulenature of a set-off) against Lessor, Lessee shall cause fully perform and pay its obligations hereunder (including the payment of all rents, without set-off or defense of any kind) and its only exclusive recourse against Lessor shall be by a separate action. Lessee agrees to be delivered furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's performance under this Lease and any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of this Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if requested by Lessor prior to the initial purchase by Lessor of Equipment for lease hereunder, shall provide at Lessee's expense an opinion of its counsel in substantially acceptable to Lessor affirming the form attached to the form covenants, representations and warranties of the Property Lessee under this Lease and any Schedule hereto. So long as Exhibit 2. (d) During the Lease Term for the Property Schedulethere are amounts due Lessor under this Lease, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor shall supply Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and such other financial information relating and operating performance data as is provided to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the ability of Lessee to continue this Agreement Security and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereofExchange Commission, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule Lessor shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree immediately notify Lessor of any court, governmental agency material adverse change in its financial condition or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectbusiness prospects. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor Lessor, any Agent, and any Registered Owners, as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body bo dy corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall shal l assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered executed an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “"Code”"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Rental Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bondbond , agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunderwarrants, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body corporate home rule municipality and politic political subdivision duly organized and existing under the constitution Constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunderState. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity . (c) Xxxxxx is authorized under the Constitution and laws of the StateState to enter into this Lease, Lessee agrees that as a condition and the transaction contemplated hereby, and to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's perform all of its obligations hereunder. (cd) Lessee Xxxxxx has been duly authorized to execute and deliver this Agreement Lease and the Property Schedule by proper action by its governing body, or by other appropriate official approvalpayment schedule attached hereto as Exhibit A, and further represents and warrants that it has taken all requirements have been met such action as necessary to make this Lease the valid and procedures have occurred in order binding obligation of Lessee, enforceable according to ensure the validity and enforceability of this Agreement and the Property Scheduleits terms, and Lessee Xxxxxx has complied with such public bidding requirements as may be applicable to this Agreement its usual and the Property Schedule and customary purchasing practices in connection with the acquisition by Lessee Lessor of the Property thereunder. On or before the Commencement Date Equipment hereunder for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2use by Lessee. (de) During the Lease Term for the Property Scheduleterm of this Lease, the Property thereunder will perform and Equipment will be used by Lessee only for the purpose of performing essential one or more governmental uses and public or proprietary functions within of Lessee consistent with the permissible scope of Xxxxxx’s authority and will not be used in a trade or business of any person or entity other than Lessee's authority. (ef) During the period this Lease is in force, Lessee will provide Lessor with annually provide, if requested by Xxxxxx, current financial statements, budgets and budgets, proof of appropriation for the ensuing budget fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information Lease as may be reasonably requested by Lessor. (f) Lessee will comply with all applicable provisions Lessor or its assignee. So long as the requested items are available publicly on a web site, delivery of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will physical copies shall not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedulerequired. (g) The execution, delivery and performance Each Unit of Equipment acquired under this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in Lease will have a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting useful life in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets hands of Lessee or that is in excess of the sum of the Original Term and all Renewal Terms specifically relating to which it is subjectit. (h) Lessee's exact legal name The Equipment is, and during the period this Lease is as set forth on in force shall remain, personal property of the first page Lessor. (i) The City has implemented and maintains in effect policies and procedures designed to ensure compliance by the City and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the City and its officers and employees and, to the knowledge of the City, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the City or to the knowledge of the City, any of its directors, officers or employees, or (b) to the knowledge of the City, any agent of the City that will act in any capacity in connection with or benefit from the Site Lease or this Lease, is a Sanctioned Person. Neither this Lease, any borrowing hereunder, the use of proceeds or other transaction contemplated by this Lease will violate any Anti-Corruption Law or applicable Sanctions. (j) The City will maintain in effect and enforce policies and procedures designed to ensure compliance by the City and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (k) The City shall not use, and shall procure that its directors, officers, employees and agents shall not use, the proceeds of this Agreement. Lessee will not change its legal name Lease or the Equipment (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any respect without giving thirty Sanctioned Country, or (30C) days prior notice in any manner that would result in the violation of any Sanctions applicable to Lessorany party hereto. Notwithstanding any provisions to contrary contained herein, any violation of this provision shall constitute an immediate Event of Default hereunder.

COVENANTS OF LESSEE. As of the Commencement Date of this Agreement and for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor Lessor, any Agent, and any Registered Owners, as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered executed an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “"Code”"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Rental Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) As of the date hereof, no litigation is pending, (or, to Lessee’s knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of this Agreement or of other agreements similar to this Agreement; (b) questioning the authority of Lessee to execute this Agreement, or the validity of this Agreement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of this Agreement; or (d) affecting the provisions made for the payment of or security for this Agreement. (i) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunderwarrants, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body corporate home rule municipality and politic political subdivision duly organized and existing under the constitution Constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunderState. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent . (c) Lessee should merge with another entity is authorized under the Constitution and laws of the StateState to enter into this Lease, Lessee agrees that as a condition and the transaction contemplated hereby, and to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's perform all of its obligations hereunder. (cd) Lessee has been duly authorized to execute and deliver this Agreement Lease and the Property Schedule by proper action by its governing body, or by other appropriate official approvalpayment schedule attached hereto as Exhibit A, and further represents and warrants that it has taken all requirements have been met such action as necessary to make this Lease the valid and procedures have occurred in order binding obligation of Lessee, enforceable according to ensure the validity and enforceability of this Agreement and the Property Scheduleits terms, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement its usual and the Property Schedule and customary purchasing practices in connection with the acquisition by Lessee Lessor of the Property thereunder. On or before the Commencement Date Equipment hereunder for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2use by Lessee. (de) During the Lease Term for the Property Scheduleterm of this Lease, the Property thereunder will perform and Equipment will be used by Lessee only for the purpose of performing essential one or more governmental uses and public or proprietary functions within of Lessee consistent with the permissible scope of Lessee's authority’s authority and will not be used in a trade or business of any person or entity other than Lessee. (ef) During the period this Lease is in force, Lessee will annually provide to Lessor with current within 330 days of fiscal year end its audited financial statements, budgets and if requested by Lessor, budgets, proof of appropriation for the ensuing budget fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information Lease as may be reasonably requested by Lessor. (f) Lessee will comply with all applicable provisions Lessor or its assignee. So long as the financial statements are available publicly on a web site, delivery of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will physical copies shall not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedulerequired. (g) The execution, delivery and performance Each Unit of Equipment acquired under this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in Lease will have a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting useful life in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets hands of Lessee or that is in excess of the sum of the Original Term and all Renewal Terms specifically relating to which it is subjectit. (h) Lessee's exact legal name The Equipment is, and during the period this Lease is as set forth on in force shall remain, personal property of the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date of this Agreement and for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor Lessor, any Agent, and any Registered Owners, as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee Xxxxxx agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned LesseeXxxxxx's rights and shall assume LesseeXxxxxx's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered executed an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee Xxxxxx only for the purpose of performing essential governmental uses and public functions within the permissible scope of LesseeXxxxxx's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “"Code”"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Rental Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) LesseeAs of the date hereof, no litigation is pending, (or, to Xxxxxx’s knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of this Agreement or of other agreements similar to this Agreement; (b) questioning the authority of Lessee to execute this Agreement, or the validity of this Agreement; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of this Agreement; or (d) affecting the provisions made for the payment of or security for this Agreement. (i) Xxxxxx's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed Lessee represents, covenants and delivered hereunderwarrants, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body body, corporate and politic politic, duly organized and existing under the constitution and Constitution of the laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunderState. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent . (c) Lessee should merge with another entity is authorized under the Constitution and laws of the State, Lessee agrees that as a condition State to such merger it will require that enter into this Agreement and the remaining or resulting entity shall be assigned Lessee's rights transaction contemplated hereby and shall assume Lessee's to perform all of its obligations hereunder. (cd) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the Property Schedule by proper action by resolution of its governing body, attached hereto as Exhibit A or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred occurred, in order to ensure the validity and enforceability of this Agreement and the Property ScheduleAgreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property Equipment thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered executed an opinion of its counsel substantially in substantially the form attached to the form of the Property Schedule hereto as Exhibit 2.B. (de) During the Lease Term for the Property Scheduleterm of this Agreement, the Property thereunder will perform and Equipment will be used by Lessee only for the purpose of performing essential one or more governmental uses and public or proprietary functions within of Lessee consistent with the permissible scope of Lessee's authorityauthority and will not be used in a trade or business of any person or entity other than Lessee as outlined in Exhibit C attached hereto. (ef) During the period this Agreement is in force, Lessee will annually provide Lessor with current financial statements, budgets and budgets, proof of appropriation for the ensuing budget fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be reasonably requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed Lessor or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Scheduleits assignee. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in Equipment will have a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting useful life in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets hands of Lessee or to which it that is subjectsubstantially in excess of the Lease Term. (h) Lessee's exact legal name The Equipment is, and during the period this Agreement is as set forth on the first page of in force will remain, personal property and, when subjected to use by Lessee under this Agreement. Lessee , will not change its legal name in any respect without giving thirty (30) days prior notice to Lessorbe or become fixtures.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor Xxxxxx hereby agrees as follows: (a) Xxxxxx does hereby promise, and agree to abide by the Memorandum of Understanding, (MOU), as attached, and to duly comply with all other provisions of this Lease at the time and in the manner herein provided. b) At the expiration of this Lease or any renewal thereof, the Lessee is a public body corporate will return the Premises to the Lessor in as good condition as they were at the time the Lessee went into possession, ordinary wear, damage by the elements and politic duly organized and existing under fire excepted. c) The Lessee’s Tenant, if any, will not make or permit anyone to make any alterations, improvements or additions in or to the constitution and laws Premises, without the prior written consent of the State with full power and authority to enter into this Agreement University of Wisconsin, System Administration, as Lessee, and the Property Schedule Lessor. Any alterations expressly approved by Lessor shall be performed by Lessor at Xxxxxx’s sole cost and expense, and in a good and workmanlike manner by contractor(s) approved by Lessor in accordance with the transactions contemplated thereby laws, ordinances and to perform codes relating thereto and free from any claim or claims for construction liens. Lessee shall indemnify and hold Lessor harmless from and against any and all claims, liens, costs and expenses on account of its obligations thereunder. (b) such work. Upon completion of any Alteration, Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as shall provide Lessor with a body corporate and politic. To the extent Lessee should merge with another entity under the laws copy of the Stateas-built plans, Lessee agrees that as a condition to such merger it will require that blueprints and other items requested by Lessor for the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition same. The default by Lessee of the Property thereunder. On any other covenant or before the Commencement Date for the Property Scheduleagreement contained in any paragraph or provision of this Lease, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form constitute a material default of the Property Schedule as Exhibit 2. (d) During Lease, and shall entitle the Lease Term for the Property ScheduleLessor to terminate this lease, PROVIDED, that prior to such termination, the Property thereunder will perform and will be used by Lessor shall notify the Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions writing of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations nature of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain default and shall grant the excludability from gross income for federal income tax purposes Lessee a period of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior from the date of service of such notice to Lessor.remedy or cease such act of default, and upon such remedy or cessation by the Lessee within said thirty

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule Xxxxxxxx executed and delivered hereunder, Lessee Xxxxxx shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee Xxxxxx agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned LesseeXxxxxx's rights and shall assume LesseeXxxxxx's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee Xxxxxx only for the purpose of performing essential governmental uses and public functions within the permissible scope of LesseeXxxxxx's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) LesseeXxxxxx's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of agrees that its obligations thereunder. under this Lease and any Schedule hereto, including without limitation, the obligation to pay rental, are irrevocable and absolute, shall not xxxxx for any reason whatsoever (b) Lessee will do or cause to be done all things necessary to preserve including any claims against Lessor), and keep shall continue in full force and effect its existence as a body corporate and politic. To regardless of any inability of Lessee to use the extent Lessee should merge with another entity under the laws Equipment or any part thereof for any reason whatsoever including, xxxxxxx xxxxxxxxxx, xxx, xxx of God, storms, governmental regulations, strike or other labor troubles, loss, damage, destruction, disrepair, obsolescence, failure of or delay in delivery of the StateEquipment, or failure of the Equipment to properly operate for any cause. In the event of any alleged claim (including a claim which would otherwise be in the nature of a set-off) against Lessor, Lessee agrees that as a condition to such merger it will require that shall fully perform and pay its obligations hereunder (including the remaining payment of all rents, without set-off or resulting entity defense of XXX) and its only exclusive recourse against Lessor shall be assigned by a separate action. Lessee agrees to furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's rights performance under this Lease and shall assume any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of this Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's obligations chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if requested by Lessor prior to the initial purchase by Lessor of Equipment for lease hereunder. (c) , shall provide at Lessee's expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee has been duly authorized under this Lease and any Schedule hereto. So long as there are amounts due Lessor under this Lease, Lessee shall supply Lessor with such other financial and operating performance data as is provided to execute its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Security and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property ScheduleExchange Commission, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide immediately notify Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency material adverse change in its financial condition or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subjectbusiness prospects. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.

COVENANTS OF LESSEE. As Lessee covenants that during the Term of this Lease, it shall: a. Maintain the insurance coverages provided for in Section Fifteen (15) below at its sole cost and expense; b. Only operate a home health care agency and, at Lessee's sole cost, maintain all authorizations, licenses and permits necessary for the operation of the Commencement Date home health care agency and utilize the Home Health License and all other authorizations, licenses or permits necessary for each Property Schedule executed operation in substantial compliance with all Federal, state and delivered hereunder, Lessee shall be deemed to represent, covenant local laws and warrant regulations; c. Make the payments provided for in Section Two (2) above as and when such payments become due and owing and pay as and when due the benefit of Lessor as follows: (a) Lessee is a public body corporate Assumed Liabilities and politic duly organized and existing perform all obligations under the constitution Assumed Contracts and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform Lease Agreement; d. Take all of its obligations thereunder. (b) Lessee will do or cause to be done all things actions necessary to preserve obtain and keep maintain in full force and effect its existence as a body corporate the Home Health License and politic. To Medicaid and Medicare provider agreements and to obtain and maintain all permits necessary for the extent Lessee should merge with another entity under the laws operation of the State, Lessee agrees that as home health care agency; e. Not encumber in any way or place a condition lien upon or permit a lien to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume Lessee's obligations hereunder. (c) Lessee has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached attach to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee Home Health License or any of its activities or properties resulting in property without the creation or imposition prior written consent of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or Lessor; f. Obtain such financing and all governmental approvals necessary for the Agency operations and to which it is subjecteffect capital improvements and expenditures as are consistent with prudent management and fiscally responsible home health care operations. (h) g. At Lessee's exact legal name is as set forth on sole cost and expense, keep and maintain its property in good working order and condition, ordinary wear and tear excepted. In this regard, Lessee shall be responsible for the first page maintenance, repair and replacement, if necessary, of this Agreementall its trade fixtures, equipment, machinery, and other property including the Assets leased hereunder. Routine maintenance, repair and replacement operations undertaken by Lessee with respect to the Assets and Leased Premises pursuant to Lessee's obligations hereunder shall not require Lessor's consent. Lessee will not change acknowledges that Lessor shall have no obligations concerning repairs to or maintenance of the Assets or the Leased Premises leased hereunder or for any other property of the Lessee. h. Lessee shall be responsible for and shall pay prior to delinquency any and all federal, state or local taxes incurred or assessed in connection with Lessee's operation of its legal name in any business, including all taxes with respect to the Assets and the Leased Premises, including, without giving thirty (30) days prior notice to Lessorlimitation, federal and state income taxes, franchise taxes, FICA, FUTA, unemployment taxes and other applicable taxes.

COVENANTS OF LESSEE. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of Lessor as follows: (a) Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of agrees that its obligations thereunder. under this Lease and any Schedule hereto, including without limitation, the obligation to pay rental, are irrevocable and absolute, shall not xxxxx for any reason whatsoever (b) Lessee will do or cause to be done all things necessary to preserve including any claims against Lessor), and keep shall continue in full force and effect its existence as a body corporate and politic. To regardless of any inability of Lessee to use the extent Lessee should merge with another entity under the laws Equipment or any part thereof for any reason whatsoever including, without limitation, war, act of God, storms, governmental regulations, strike or other labor troubles, loss, damage, destruction, disrepair, obsolescence, failure of or delay in delivery of the StateEquipment, or failure of the Equipment to properly operate for any cause. In the event of any alleged claim (including a claim which would otherwise be in the nature of a set-off) against Lessor, Lessee agrees that as a condition to such merger it will require that shall fully perform and pay its obligations hereunder (including the remaining payment of all rents, without set-off or resulting entity defense of any kind) and its only exclusive recourse against Lessor shall be assigned by a separate action. Lessee agrees to furnish promptly to Lessor the annual financial statements of Lessee (and of any guarantors of Lessee's rights performance under this Lease and shall assume any Schedule hereto), prepared in accordance with generally accepted accounting principles and such interim financial statements of Lessee as Lessor may reasonably require during the entire term of this Lease and any Schedule hereto. Either independent certified public accountants or the Lessee's obligations chief financial officer as requested by Lessor shall certify all such annual financial statements. Lessee, if requested by Lessor prior to the initial purchase by Lessor of Equipment for lease hereunder. (c) , shall provide at Lessee's expense an opinion of its counsel acceptable to Lessor affirming the covenants, representations and warranties of Lessee has been duly authorized under this Lease and any Schedule hereto. So long as there are amounts due Lessor under this Lease, Lessee shall supply Lessor with such other financial and operating performance data as is provided to execute its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Security and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property ScheduleExchange Commission, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Lessee of the Property thereunder. On or before the Commencement Date for the Property Schedule, Lessee shall cause to be delivered an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 2. (d) During the Lease Term for the Property Schedule, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental uses and public functions within the permissible scope of Lessee's authority. (e) Lessee will provide immediately notify Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to the ability of Lessee to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Lessor. (f) Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Lessee does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Lessee is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency material adverse change in its financial condition or body having jurisdiction over Lessee or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Lessee or to which it is subject. (h) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior notice to Lessor.business prospects