Common use of Representations, Covenants and Warranties of the Lessee Clause in Contracts

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows: (a) The Lessee has the power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals required in connection with the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtained. (d) The payment of the Rentals hereunder or any portion thereof is not (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) of the Code.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows: that (a) The Lessee it is a body politic and corporate of the State; (b) it has the full power and authority to enter into the transactions contemplated by and to perform its obligations under, this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. related documents; (c) There it has duly authorized this Lease and all related documents; (d) this Lease and all related documents are valid, legal and binding obligations of the Lessee, enforceable against the Lessee in accordance with its terms; (e) the execution and delivery of this Lease and all related documents does not conflict with or result in a breach of the terms of any agreement or instrument by which the Lessee is bound, or conflicts with or results in a violation of any provision of law or regulation applicable to the Lessee; (f) there is no action, suit, proceeding, inquiry proceeding or investigation, at law or in equity, investigation before or by any court, court or public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, body wherein an unfavorable decision, ruling or finding decision would materially and adversely affect the transactions contemplated by this Lease; (g) it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Lease or any other agreement or instrument to which Rental Payments; (h) the Project furthers the Lessee's governmental purposes, serves a public purpose and is in the best interests of the Lessee is a party and which is used or contemplated for use in at the consummation time of the transactions contemplated by this Lease. All authorizations, consents and approvals required in connection with the execution and delivery by of the Lease, the Lessee of this intends to annually appropriate the Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtained. (d) The payment of the Rentals hereunder or any portion thereof is not Rental Payments due hereunder; and (i) secured by any interest in property used or to during the Lease Term, the Project will at all times be used in a trade only for the purpose of performing one or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) more lawful governmental functions of the Lessee. The Lessee acknowledges that it has requested that the Lessor act on its behalf to issue the Bonds and that this Lease is being funded with the proceeds of bonds which may require the Lessee to comply with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Lessee covenants and agrees that it will not take or omit to take any actions that conflict with the requirements of the Code that are applicable to the Bonds.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor and the owners from time to time of the Bonds as follows: (a) The Lessee has the power and authority to enter into the transactions contemplated by this Lease and the other Operative Agreements to which it is a party and to carry out its obligations hereunderhereunder and thereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep this Lease (to the extent herein provided and subject to the limitations expressed herein, including but not limited to the limitations provided in Section 4.04 hereof) in full force and effect its existenceeffect. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease and the other Operative Agreements to which it is a party or performing any of its obligations hereunderhereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' ’ rights generally. (c) . I There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Lessee of this Lease or any such other agreement or instrument or in connection with the carrying out by the Lessee of its obligations under this Lease hereunder or thereunder have been obtained. (d) The payment of the Rentals hereunder or any portion thereof is not (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) of the Code.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor warrants, in addition to any additional representations, covenants and warranties as follows: may be set forth in Exhibit G, that (a) The Lessee it is a body politic and corporate of the State; (b) it has the full power and authority to enter into the transactions contemplated by and to perform its obligations under, this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. related documents; (c) There it has duly authorized this Lease and all related documents; (d) this Lease and all related documents are valid, legal and binding obligations of the Lessee, enforceable against the Lessee in accordance with its terms; (e) the execution and delivery of this Lease and all related documents does not conflict with or result in a breach of the terms of any agreement or instrument by which the Lessee is bound, or conflicts with or results in a violation of any provision of law or regulation applicable to the Lessee; (f) there is no action, suit, proceeding, inquiry proceeding or investigation, at law or in equity, investigation before or by any court, court or public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, body wherein an unfavorable decision, ruling or finding decision would materially and adversely affect the transactions contemplated by this Lease; (g) it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Lease or any other agreement or instrument to which Rental Payments; (h) the Project furthers the Lessee’s governmental purposes, serves a public purpose and is in the best interests of the Lessee is a party and which is used or contemplated for use in at the consummation time of the transactions contemplated by this Lease. All authorizations, consents and approvals required in connection with the execution and delivery by of the Lease, the Lessee of this intends to annually appropriate the Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtained. (d) The payment of the Rentals hereunder or any portion thereof is not Rental Payments due hereunder; and (i) secured by any interest in property used or to during the Lease Term, the Project will at all times be used in a trade only for the purpose of performing one or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) more lawful governmental functions of the Lessee.‌ The Lessee acknowledges that it has requested that the Lessor act on its behalf to issue the Bonds and that this Lease is being funded with the proceeds of bonds which may require the Lessee to comply with certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”). The Lessee covenants and agrees that it will not take or omit to take any actions that conflict with the requirements of the Code that are applicable to the Bonds.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows:The (a) The Lessee has is a municipal corporation duly organized and existing in accordance with the power laws of the State. (b) The Constitution and authority the laws of the State authorize the Lessee to enter into this Lease Agreement, the Ground Lease and the Trust Agreement and to enter into the transactions contemplated by this Lease by, and to carry out its obligations hereunder. The pursuant to, all of the aforesaid agreements, and the Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done executed all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generallyaforesaid agreements. (c) There is no actionNeither the execution and delivery of this Lease Agreement, suit, proceeding, inquiry the Ground Lease or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the LesseeTrust Agreement, nor to the best knowledge fulfillment of or compliance with the Lessee is there any basis thereforterms and conditions hereof or thereof, wherein an unfavorable decision, ruling or finding would materially adversely affect nor the consummation of the transactions contemplated by this Lease hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any law, regulation, court order, restriction or any other agreement or instrument to which the Lessee is now a party and or by which the Lessee is used bound, or contemplated for use constitutes a default with respect to any of the foregoing, or results in the consummation creation or imposition of any lien, charge or encumbrances whatsoever upon any of the transactions contemplated by this Lease. All authorizationsproperty or assets of the Lessee, consents and approvals required in connection with or upon the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtainedLeased Property, except Permitted Encumbrances. (d) The Lessee has duly authorized, executed and delivered this Lease Agreement in accordance with the laws of the State and upon such execution and delivery this Lease Agreement will be a valid and binding agreement of the Lessee. (e) The Lessee has an immediate need for, and expects to make immediate use of, all of the Leased Property, which need is not temporary or expected to diminish in the foreseeable future, and there are no circumstances presently affecting the Lessee that could alter its foreseeable need for the Leased Property or adversely affect its ability or willingness to budget funds for the payment of Lease Payments, Additional Rent and other payments due hereunder. (f) The Leased Property shall be used during the Rentals hereunder Term of this Lease Agreement only by the Lessee to carry out the governmental purposes of the Lessee. (g) The Lessee shall perform all obligations and duties imposed on it pursuant to this Lease Agreement, the Ground Lease and the Trust Agreement. Immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting its estates in the Leased Property, the Lessee will deliver the same, or a copy thereof, to the Lessor. (h) The Lessee shall promptly, upon request of the Lessor or any portion thereof is not assignee, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Leased Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to the extent permitted by applicable law, indemnify and save the Lessor and every assignee harmless for, from and against all loss cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. (i) secured by Except as disclosed in writing to the Lessor prior to the date hereof, the Lessee has not been informed of, nor does the Lessee have any interest in property used knowledge of (A) the presence of any Hazardous Substances on any of the Leased Property, or (B) any spills, releases, threatened releases, discharges or disposal of Hazardous Substances that have occurred or are presently occurring on or onto any of the Leased Property or any properties adjacent to be used in any of the Leased Property, or (C) any spills or disposal of Hazardous Substances that have occurred or are presently occurring on any other properties as a trade result of any construction on or business or in payments in respect operation and use of any such property or Leased Property. (ii) derived from payments in respect In connection with the construction on or operation and use of propertyany of the Leased Property, there has not been any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, treatment, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances. (iii) The Lessee has not given any release or waiver of liability that would impair any claim based upon Hazardous Substances to a previous owner of any of the Leased Property or to any party who may be potentially responsible for the presence of Hazardous Substances thereon nor has it made promises of indemnification regarding Hazardous Substances on or associated with any of the Leased Property to any person other than the Lessor. (iv) In the event that the Lessee becomes aware of the release of any Hazardous Substances on, or borrowed moneyother environmental condition, used problem or to be used in a trade or businessliability with respect to, within the meaning of Section 141(a) any of the CodeLeased Property, the Lessee shall promptly notify the Lessor in writing of such condition. The Lessee further agrees to take actions to investigate and clean up the release of any Hazardous Substances on, or other environmental condition, problem or liability affecting, any of the Leased Property, promptly after the Lessee becomes aware of any such condition and to keep the Lessor advised of all such actions taken by the Lessee. If the presence of any Hazardous Substance on the Leased Property caused or permitted by the Lessee results in contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous Substance otherwise occurs for which the Lessee is legally liable for damage resulting therefrom, then the Lessee shall include as an Additional Rent any amount necessary to reimburse the Lessor for legal expenses incurred to defend the Lessor from claims for damages, penalties, fines, costs, liabilities or losses. (i) With respect to the execution and delivery of the 2021 Certificates, the Lessee shall, subject to annual appropriation to cover the costs of preparation and mailing thereof, comply with the applicable reporting requirements for obligated persons included in Rule 15c2-12 adopted pursuant to the Securities Exchange Act of 1934, as amended, or any successor provision, including entering into a continuing disclosure undertaking or agreement, if necessary, in form and substance satisfactory to the 2021 Underwriter for such purpose.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants covenants, and warrants for the benefit of the Lessor as follows: that (a) The Lessee it is a body politic and corporate validly existing under the laws of the Commonwealth; (b) it has the full power and authority to enter into the transactions contemplated by and to perform its obligations under this Lease and to carry out its obligations hereunder. The Lessee all related documents; (c) it has been duly authorized to execute the execution and deliver delivery of this LeaseLease and all related documents; (d) this Lease and all related documents are valid, legal, and agrees that it will do binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms; (e) the execution and delivery of this Lease and all related documents does not (i) conflict with or cause to be done all things necessary and legally permissible to preserve and keep result in full force and effect its existence. (b) The a breach of the terms of any agreement or instrument by which the Lessee is not subject to bound or (ii) conflict with or result in a violation of any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts law or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except regulation applicable to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. Lessee; (cf) There there is no action, suit, proceeding, inquiry or investigation, at law or in equity, investigation before or by any court, court or public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, body wherein an unfavorable decision, ruling or finding decision would materially and adversely affect the transactions contemplated by this Lease; (g) it will not take or‌ permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion of the designated interest component of Lease or any other agreement or instrument to which Rental Payments from gross income for federal income tax purposes; (h) the Lessee Project furthers the governmental purposes of the Lessee, serves a public purpose, and is a party and which is used or contemplated for use in the consummation best interests of the transactions contemplated by this Lease. All authorizations, consents and approvals required in connection with Lessee; (i) at the time of execution and delivery by of the Lease, the Lessee intends to annually appropriate the Lease Rental Payments due hereunder; and (j) at all times during the Lease Term, the Project will be used only for the purpose of performing one or more lawful governmental functions of the Lessee. The Lessee acknowledges that it has requested that the Lessor act on its behalf to issue the Bonds and that this Lease or in connection is being funded with the carrying out by proceeds of bonds which may require the Lessee of its obligations under this Lease have been obtained. (d) The payment to comply with certain provisions of the Rentals hereunder Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Lessee hereby covenants and agrees that it will not take or omit to take any portion thereof is not (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within actions that conflict with the meaning of Section 141(a) requirements of the CodeCode that are applicable to the Bonds.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor and the Trustee as follows: (a) The Lessee has the power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, Lease and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' ’ rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtained. (d) Neither the City Council nor any employee of the Lessee has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to, any contract, lease, purchase, sale or employment made or to be made in connection with the proposed transactions contemplated by the performance of this Lease and the Indenture. (e) The payment of the Rentals hereunder or any portion thereof is not (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, property or borrowed money, money used or to be used in a trade or business, within the meaning of Section 141(a) of the Code. (f) The entering into and performance of this Lease will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Project pursuant to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a party or by which it or its assets may be bound, except as herein provided. (g) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease, and the Lessee has complied or will comply with such public bidding requirements as may be applicable to this Lease and the construction by the Lessee (in its capacity as agent for the Lessor) of the Project. (h) During the term hereof, the Project will be used by the Lessee, by other departments and agencies of Lessee or by other public bodies, consistent with the permissible scope of the Lessee’s or such other public bodies’ authority for the purpose of performing one or more essential governmental or proprietary functions. (i) The Project is essential to the proper, efficient and economic operation of the Lessee and serves an essential governmental function of the Lessee. (j) All necessary approvals have been obtained by the Lessee to build the Facilities on the Site. (k) No hazardous substances regulated under federal, state or local laws or regulations have been, are or will be utilized, discarded, dumped or stored at the Site. If Lessee utilizes, disposes, dumps or stores hazardous substances at the Site, or permits another to do so or learns that another has done so, the Lessee will immediately notify the Trustee and the Lessor, will immediately notify the U.S. Environmental Protection Agency and/or the Georgia Environmental Protection Division as required by 42 U.S.C. § 9603 and O.C.G.A. § 12-14-1, respectively, and will consult with an environmental engineer regarding the proper disposal or cleanup of such substances. The Lessee will also undertake and provide for the cleanup of any such substances in accordance with all applicable federal, state and local laws and regulations. The Lessee hereby acknowledges that all cleanup costs will be paid by the Lessee in accordance with Section 4.01(b)(xii) hereof. (l) Appropriation when made will be prior to the beginning of each Fiscal Year and will be for the lease payments due both March 1 and September 1 of the ensuing Renewal Term. (m) The Lessee shall comply with all applicable laws, rules, regulations, orders, directions and requirements of all governmental departments, bodies, bureaus, agencies and officers and with all reasonable rules, directions, requirements and recommendations of fire insurance rating organizations for the area in which the Project is situated, pertaining to the Project or the use and occupancy thereof. The Lessee shall not do or suffer to be done to, or keep or suffer to be kept anything in, upon or about, the Project which will contravene any policies insuring against loss or damage by fire or other hazards, including, but not limited to, public liability insurance. (n) The Lessee has outstanding no other contracts for the multiyear lease, purchase or lease purchase of real property pursuant to the authority of O.C.G.A. § 36-60-13. The principal amount of the Base Rentals, when added to the amount of debt incurred by the Lessee pursuant to Article IX, Section V, Paragraph I of the Constitution of the State of Georgia, does not exceed 10% of the assessed value of all taxable property within the City of Xxxxx Creek. The property being financed pursuant to this Lease has not been the subject of a referendum which failed to receive the approval of the voters of the City of Xxxxx Creek within the immediately preceding four years. A public hearing has been held by the Lessee regarding the Project and the financing thereof pursuant to this Lease. A notice of the public hearing was published once a week for two weeks prior to the hearing in a newspaper of general circulation within the City of Xxxxx Creek. The average annual Base Rentals do not exceed 7.5% of the governmental fund revenues of the Lessee for the calendar year preceding the delivery of this Lease plus any available special county one percent sales and use tax proceeds collected pursuant to O.C.G.A. § 48-8-111. (o) The Lessee agrees to provide to the Trustee and to any holder of all of the Certificates the Lessee’s annual budget within thirty (30) days after the approval thereof and the Lessee’s Consolidated Annual Financial Report within 180 days of the end of each Fiscal Year. (p) All contracts for the physical performance of services entered into by Lessee pursuant to this Lease shall comply with O.C.G.A. § 13-10-91.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of warrants, as applicable, to the Lessor as follows: (a) The Lessee has is a municipal corporation duly organized and existing in accordance with the power laws of the State. (b) The Constitution and authority the laws of the State authorize the Lessee to enter into this Lease Agreement, the Ground Lease and the Trust Agreement and to enter into the transactions contemplated by this Lease by, and to carry out its obligations hereunder. The pursuant to, all of the aforesaid agreements, and the Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done executed all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generallyaforesaid agreements. (c) There is no actionNeither the execution and delivery of this Lease Agreement, suit, proceeding, inquiry the Ground Lease or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the LesseeTrust Agreement, nor to the best knowledge fulfillment of or compliance with the Lessee is there any basis thereforterms and conditions hereof or thereof, wherein an unfavorable decision, ruling or finding would materially adversely affect nor the consummation of the transactions contemplated by this Lease hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any law, regulation, court order, restriction or any other agreement or instrument to which the Lessee is now a party and or by which the Lessee is used bound, or contemplated for use constitutes a default with respect to any of the foregoing, or results in the consummation creation or imposition of any lien, charge or encumbrances whatsoever upon any of the transactions contemplated by this Lease. All authorizationsproperty or assets of the Lessee, consents and approvals required in connection with or upon the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtainedLeased Property, except Permitted Encumbrances. (d) The Lessee has duly authorized, executed and delivered this Lease Agreement in accordance with the laws of the State and upon such execution and delivery the Lease Agreement will be a valid and binding agreement of the Lessee. (e) The Lessee has an immediate need for, and expects to make immediate use of, all of the Leased Property, which need is not temporary or expected to diminish in the foreseeable future, and there are no circumstances presently affecting the Lessee that could alter its foreseeable need for the Leased Property or adversely affect its ability or willingness to budget funds for the payment of Lease Payments, Additional Rent and other payments due hereunder. (f) The Leased Property shall be used during the Rentals hereunder Term of this Lease Agreement only by the Lessee to carry out the governmental purposes of the Lessee. (g) The Lessee shall perform all obligations and duties imposed on it pursuant to this Lease Agreement, the Ground Lease and the Trust Agreement. Immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting its estates in the Leased Property, the Lessee will deliver the same, or a copy thereof, to the Lessor. (h) The Lessee shall promptly, upon request of the Lessor or any portion thereof is not assignee, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Leased Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to the extent permitted by applicable law, indemnify and save the Lessor and every assignee harmless for, from and against all loss cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. (i) secured by Except as disclosed in writing to the Lessor prior to the date hereof, the Lessee has not been informed of, nor does the Lessee have any interest in property used knowledge of (A) the presence of any Hazardous Substances on any of the Leased Property, or (B) any spills, releases, threatened releases, discharges or disposal of Hazardous Substances that have occurred or are presently occurring on or onto any of the Leased Property or any properties adjacent to be used in any of the Leased Property, or (C) any spills or disposal of Hazardous Substances that have occurred or are presently occurring on any other properties as a trade result of any construction on or business or in payments in respect operation and use of any such property or Leased Property. (ii) derived from payments in respect In connection with the construction on or operation and use of propertyany of the Leased Property, there has not been any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, treatment, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances. (iii) The Lessee has not given any release or waiver of liability that would impair any claim based upon Hazardous Substances to a previous owner of any of the Leased Property or to any party who may be potentially responsible for the presence of Hazardous Substances thereon nor has it made promises of indemnification regarding Hazardous Substances on or associated with any of the Leased Property to any person other than the Lessor. (iv) In the event that the Lessee becomes aware of the release of any Hazardous Substances on, or borrowed moneyother environmental condition, used problem or to be used in a trade or businessliability with respect to, within the meaning of Section 141(a) any of the CodeLeased Property, the Lessee shall promptly notify the Lessor in writing of such condition. The Lessee further agrees to take actions to investigate and clean up the release of any Hazardous Substances on, or other environmental condition, problem or liability affecting, any of the Leased Property, promptly after the Lessee becomes aware of any such condition and to keep the Lessor advised of all such actions taken by the Lessee. (i) With respect to the execution and delivery of the 2019 Certificates, the Lessee shall, subject to annual appropriation to cover the costs of preparation and mailing thereof, comply with the applicable reporting requirements for obligated persons included in Rule 15c2-12 adopted pursuant to the Securities Exchange Act of 1934, as amended, or any successor provision, including entering into a continuing disclosure undertaking or agreement, if necessary, in form and substance satisfactory to the 2019 Underwriter for such purpose.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor and the owners from time to time of the Certificates as follows: (a) The Lessee is a school district duly organized and existing under the Constitution and laws of the State. The Lessee has the power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, Lease and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep this Lease (to the extent herein provided and subject to the limitations expressed herein) in full force and effect its existenceeffect. The Lease is a legal, valid and binding obligation of the Lessee. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which that in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known pending, or to be pending or threatened the best of the Lessee’s knowledge threatened, against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Lease. All authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Lessee of this Lease or any such other agreement or instrument or in connection with the carrying out by the Lessee of its obligations under this Lease hereunder or thereunder have been obtained. (d) Under existing federal and state statutes and court decisions, the income and profits of the Lessee are not subject to federal income tax. (e) No elected or appointed officer of the Lessee or any member of the Board has a substantial interest in or is an officer, director, agent or employee of the Lessor or the Purchaser, or has any direct or indirect pecuniary interest in, or will receive or has agreed to receive any compensation with respect to, any contract, lease, purchase, sale or employment made or to be made in connection with the proposed transactions contemplated by the performance of any of the Operative Agreements or any other agreement contemplated in connection with any of the foregoing or in connection with the execution, delivery and sale of the Certificates. (f) The entering into and performance of this Lease will not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or on the Leased Property pursuant to, any trust agreement, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a party or by which it or its assets may be bound, except as herein provided. (g) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease, and the Lessee has complied with such public bidding requirements as may be applicable to this Lease and the Project. (h) During the Lease Term, the Leased Property will be used by the Lessee only for schools or for school educational purposes. The Lease Term does not exceed the reasonably expected useful life of the Leased Property. (i) The audited financial statements of the Lessee as of and for the years ended June 30, 2015, 2016, 2017 and 2018 copies of which have heretofore been delivered to the Purchaser, present fairly the financial position of the Lessee for the periods indicated and the results of its operations and the changes in financial position for the years then ended, and have been prepared in conformity with generally accepted accounting principles and have been applied on a basis consistent with that of the preceding year. Any other statements and data submitted in writing by the Lessee to the Purchaser in connection with this Lease or the Certificates are true and correct in all material respects as of their respective dates. Since June 30, 2018, there have been no material adverse changes in the assets, liabilities or financial condition of the Lessee. The Lessee has no knowledge of any liabilities, contingent or otherwise, of the Lessee, and the Lessee has not entered into any material commitments or contracts that have not been previously disclosed in writing to the Purchaser, other than in the ordinary and normal course of its operations, which may have a materially adverse effect upon its financial condition, operations or business as now conducted. (j) The Lessee has obtained and examined, or will obtain and examine in a timely fashion as is necessary to diligently complete the Project, all conditions, covenants, restrictions, easements, reservations, rights, rights-of-way and all legal requirements, use permits, occupancy permits, building permits and other requirements affecting or relating to the Project, and the Project does not and will not violate any of the same. (k) All streets, easements, utilities and related services necessary for the Project and the operation of the Leased Property for its intended purpose are (or will be, in a timely manner during the course of the Project) available to the boundaries of the Site. (l) Until payment in full of the Certificates, the Lessee shall: (i) permit the agents or representatives of the Lessor upon two (2) Business Days’ notice to have access to and to examine its properties, books and records relating to the Leased Property and furnish or cause to be furnished at the Lessee’s expense to the Lessor the following: (A) As soon as possible, and in any event not later than five (5) Business Days after the occurrence of any Event of Default, a statement of an Authorized Officer setting forth the details of such Event of Default and the action which the Lessee proposes to take with respect thereto; (B) The Lessee shall file its audited financial statements with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system not later than two hundred ten (210) days after the close of each Fiscal Year, or, if such audited financial statements are not available on such date, within 30 days following the availability of such audited financial statements to the Lessee; (C) Such other information relating to the affairs of the Lessee with respect to the Project and the Leased Property as the Lessor may reasonably request from time to time; and (ii) from time to time, record, register and file all such notices, statements and other documents and take such other steps, including without limitation the amendment to any of the Operative Agreements, as may be necessary or advisable to render fully valid and enforceable under all legal requirements the rights, liens and priorities of the Lessor with respect to all security from time to time furnished under this Lease or intended to be so furnished and to preserve the excludability from gross income for federal income tax purposes of the interest on the Certificates and pay all fees and expenses (including reasonable attorneys’ fees) incident to compliance with this paragraph. (m) Until payment in full of the Certificates, unless the Lessor shall otherwise consent in writing, the Lessee agrees not to: (i) Create, incur, assume or permit to exist any mortgage, deed of trust, security interest (whether possessory or nonpossessory) or other encumbrance of any kind (including without limitation the charge upon property purchased under conditional sale or other title retention agreement) upon or on the Leased Property, other than (A) liens for taxes not delinquent or being contested as permitted hereunder; (B) liens in connection with workers’ compensation, unemployment insurance or social security obligations; (C) mechanics’, workers’, materialmen’s, landlords’, carriers’ or other like liens arising in the ordinary and normal course of business with respect to obligations which are not due or which are being contested hereunder; (D) liens in favor of the Lessor arising out of the transactions contemplated hereby; and (E) other Permitted Encumbrances; or (ii) Enter into or consent to any amendment of the Lese, except as may be required, in the opinion of Bond Counsel, to preserve the excludability from gross income for federal income tax purposes of the interest on the Certificates. (n) The payment of the Rentals hereunder or any portion thereof is not directly or indirectly (i) secured by any interest in (A) property used or to be used in for a trade or private business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) of the Code.or

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows:The (a) The Lessee has is a municipal corporation duly organized and existing in accordance with the power laws of the State. (b) The Constitution and authority the laws of the State authorize the Lessee to enter into this Lease Agreement, the Ground Lease and the Trust Agreement and to enter into the transactions contemplated by this Lease by, and to carry out its obligations hereunder. The pursuant to, all of the aforesaid agreements, and the Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done executed all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generallyaforesaid agreements. (c) There is no actionNeither the execution and delivery of this Lease Agreement, suit, proceeding, inquiry the Ground Lease or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the LesseeTrust Agreement, nor to the best knowledge fulfillment of or compliance with the Lessee is there any basis thereforterms and conditions hereof or thereof, wherein an unfavorable decision, ruling or finding would materially adversely affect nor the consummation of the transactions contemplated by this Lease hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any law, regulation, court order, restriction or any other agreement or instrument to which the Lessee is now a party and or by which the Lessee is used bound, or contemplated for use constitutes a default with respect to any of the foregoing, or results in the consummation creation or imposition of any lien, charge or encumbrances whatsoever upon any of the transactions contemplated by this Lease. All authorizationsproperty or assets of the Lessee, consents and approvals required in connection with or upon the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtainedLeased Property, except Permitted Encumbrances. (d) The Lessee has duly authorized, executed and delivered this Lease Agreement in accordance with the laws of the State and upon such execution and delivery this Lease Agreement will be a valid and binding agreement of the Lessee. (e) The Lessee has an immediate need for, and expects to make immediate use of, all of the Leased Property, which need is not temporary or expected to diminish in the foreseeable future, and there are no circumstances presently affecting the Lessee that could alter its foreseeable need for the Leased Property or adversely affect its ability or willingness to budget funds for the payment of Lease Payments, Additional Rent and other payments due hereunder. (f) The Leased Property shall be used during the Rentals hereunder Term of this Lease Agreement only by the Lessee to carry out the governmental purposes of the Lessee. (g) The Lessee shall perform all obligations and duties imposed on it pursuant to this Lease Agreement, the Ground Lease and the Trust Agreement. Immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting its estates in the Leased Property, the Lessee will deliver the same, or a copy thereof, to the Lessor. (h) The Lessee shall promptly, upon request of the Lessor or any portion thereof is not assignee, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Leased Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to the extent permitted by applicable law, indemnify and save the Lessor and every assignee harmless for, from and against all loss cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. (i) secured by Except as disclosed in writing to the Lessor prior to the date hereof, the Lessee has not been informed of, nor does the Lessee have any interest in property used knowledge of (A) the presence of any Hazardous Substances on any of the Leased Property, or (B) any spills, releases, threatened releases, discharges or disposal of Hazardous Substances that have occurred or are presently occurring on or onto any of the Leased Property or any properties adjacent to be used in any of the Leased Property, or (C) any spills or disposal of Hazardous Substances that have occurred or are presently occurring on any other properties as a trade result of any construction on or business or in payments in respect operation and use of any such property or Leased Property. (ii) derived from payments in respect In connection with the construction on or operation and use of propertyany of the Leased Property, there has not been any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, treatment, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances. (iii) The Lessee has not given any release or waiver of liability that would impair any claim based upon Hazardous Substances to a previous owner of any of the Leased Property or to any party who may be potentially responsible for the presence of Hazardous Substances thereon nor has it made promises of indemnification regarding Hazardous Substances on or associated with any of the Leased Property to any person other than the Lessor. (iv) In the event that the Lessee becomes aware of the release of any Hazardous Substances on, or borrowed moneyother environmental condition, used problem or to be used in a trade or businessliability with respect to, within the meaning of Section 141(a) any of the CodeLeased Property, the Lessee shall promptly notify the Lessor in writing of such condition. The Lessee further agrees to take actions to investigate and clean up the release of any Hazardous Substances on, or other environmental condition, problem or liability affecting, any of the Leased Property, promptly after the Lessee becomes aware of any such condition and to keep the Lessor advised of all such actions taken by the Lessee. If the presence of any Hazardous Substance on the Leased Property caused or permitted by the Lessee results in contamination of the Leased Property, or if contamination of the Leased Property by any Hazardous Substance otherwise occurs for which the Lessee is legally liable for damage resulting therefrom, then the Lessee shall include as an Additional Rent any amount necessary to reimburse the Lessor for legal expenses incurred to defend the Lessor from claims for damages, penalties, fines, costs, liabilities or losses. (i) With respect to the execution and delivery of the 2020 Certificates, the Lessee shall, subject to annual appropriation to cover the costs of preparation and mailing thereof, comply with the applicable reporting requirements for obligated persons included in Rule 15c2-12 adopted pursuant to the Securities Exchange Act of 1934, as amended, or any successor provision, including entering into a continuing disclosure undertaking or agreement, if necessary, in form and substance satisfactory to the 2020 Underwriter for such purpose.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor warrants, in addition to any additional representations, covenants and warranties as follows: may be set forth in Exhibit G, that (a) The Lessee it is a body politic and corporate of the State; (b) it has the full power and authority to enter into the transactions contemplated by and to perform its obligations under, this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. related documents; (c) There it has duly authorized this Lease and all related documents; (d) this Lease and all related documents are valid, legal and binding obligations of the Lessee, enforceable against the Lessee in accordance with its terms; (e) the execution and delivery of this Lease and all related documents does not conflict with or result in a breach of the terms of any agreement or instrument by which the Lessee is bound, or conflicts with or results in a violation of any provision of law or regulation applicable to the Lessee; (t) there is no action, suit, proceeding, inquiry proceeding or investigation, at law or in equity, investigation before or by any court, court or public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, body wherein an unfavorable decision, ruling or finding decision would materially and adversely affect the transactions contemplated by this Lease; (g) it will not take or permit, or omit to take or cause to be taken, any action that would adversely affect the exclusion from gross income for federal income tax purposes of the designated interest component of Lease or any other agreement or instrument to which Rental Payments; (h) the Project furthers the Lessee's governmental purposes, serves a public purpose and is in the best interests of the Lessee is a party and which is used or contemplated for use in at the consummation time of the transactions contemplated by this Lease. All authorizations, consents and approvals required in connection with the execution and delivery by of the Lease, the Lessee of this intends to annually appropriate the Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtained. (d) The payment of the Rentals hereunder or any portion thereof is not Rental Payments due hereunder; and (i) secured by any interest in property used or to during the Lease Term, the Project will at all times be used in a trade only for the purpose of performing one or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) more lawful governmental functions of the Lessee. The Lessee acknowledges that it has requested that the Lessor act on its behalf to issue the Bonds and that this Lease is being funded with the proceeds of bonds which may require the Lessee to comply with certain provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Lessee covenants and agrees that it will not take or omit to take any actions that conflict with the requirements of the Code that are applicable to the Bonds.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of warrants, as applicable, to the Lessor as follows:as (a) The Lessee has is a municipal corporation duly organized and existing in accordance with the power laws of the State. (b) The Constitution and authority the laws of the State authorize the Lessee to enter into this Lease Agreement, the Ground Lease and the Trust Agreement and to enter into the transactions contemplated by this Lease by, and to carry out its obligations hereunder. The pursuant to, all of the aforesaid agreements, and the Lessee has been duly authorized to execute and deliver this Lease, and agrees that it will do or cause to be done executed all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generallyaforesaid agreements. (c) There is no actionNeither the execution and delivery of this Lease Agreement, suit, proceeding, inquiry the Ground Lease or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the LesseeTrust Agreement, nor to the best knowledge fulfillment of or compliance with the Lessee is there any basis thereforterms and conditions hereof or thereof, wherein an unfavorable decision, ruling or finding would materially adversely affect nor the consummation of the transactions contemplated by this Lease hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any law, regulation, court order, restriction or any other agreement or instrument to which the Lessee is now a party and or by which the Lessee is used bound, or contemplated for use constitutes a default with respect to any of the foregoing, or results in the consummation creation or imposition of any lien, charge or encumbrances whatsoever upon any of the transactions contemplated by this Lease. All authorizationsproperty or assets of the Lessee, consents and approvals required in connection with or upon the execution and delivery by the Lessee of this Lease or in connection with the carrying out by the Lessee of its obligations under this Lease have been obtainedLeased Property, except Permitted Encumbrances. (d) The Lessee has duly authorized, executed and delivered this Lease Agreement in accordance with the laws of the State and upon such execution and delivery the Lease Agreement will be a valid and binding agreement of the Lessee. (e) The Lessee has an immediate need for, and expects to make immediate use of, all of the Leased Property, which need is not temporary or expected to diminish in the foreseeable future, and there are no circumstances presently affecting the Lessee that could alter its foreseeable need for the Leased Property or adversely affect its ability or willingness to budget funds for the payment of Lease Payments, Additional Rent and other payments due hereunder. (f) The Leased Property shall be used during the Rentals hereunder Term of this Lease Agreement only by the Lessee to carry out the governmental purposes of the Lessee. (g) The Lessee shall perform all obligations and duties imposed on it pursuant to this Lease Agreement, the Ground Lease and the Trust Agreement. Immediately upon receiving or giving any notice, communication or other document in any way relating to or affecting its estates in the Leased Property, the Lessee will deliver the same, or a copy thereof, to the Lessor. (h) The Lessee shall promptly, upon request of the Lessor or any portion thereof is not assignee, from time to time take such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to the Leased Property, whether now existing or hereafter developing and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to the extent permitted by applicable law, indemnify and save the Lessor and every assignee harmless for, from and against all loss cost, damage and expense, including attorneys’ fees, which they or any of them may incur by reason of any such defect, cloud, suit, action or proceeding. (i) secured by Except as disclosed in writing to the Lessor prior to the date hereof, the Lessee has not been informed of, nor does the Lessee have any interest in property used knowledge of (A) the presence of any Hazardous Substances on any of the Leased Property, or (B) any spills, releases, threatened releases, discharges or disposal of Hazardous Substances that have occurred or are presently occurring on or onto any of the Leased Property or any properties adjacent to be used in any of the Leased Property, or (C) any spills or disposal of Hazardous Substances that have occurred or are presently occurring on any other properties as a trade result of any construction on or business or in payments in respect operation and use of any such property or Leased Property. (ii) derived from payments in respect In connection with the construction on or operation and use of propertyany of the Leased Property, there has not been any failure to comply with any applicable local, state or federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, treatment, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Substances. (iii) The Lessee has not given any release or waiver of liability that would impair any claim based upon Hazardous Substances to a previous owner of any of the Leased Property or to any party who may be potentially responsible for the presence of Hazardous Substances thereon nor has it made promises of indemnification regarding Hazardous Substances on or associated with any of the Leased Property to any person other than the Lessor. (iv) In the event that the Lessee becomes aware of the release of any Hazardous Substances on, or borrowed moneyother environmental condition, used problem or to be used in a trade or businessliability with respect to, within the meaning of Section 141(a) any of the CodeLeased Property, the Lessee shall promptly notify the Lessor in writing of such condition. The Lessee further agrees to take actions to investigate and clean up the release of any Hazardous Substances on, or other environmental condition, problem or liability affecting, any of the Leased Property, promptly after the Lessee becomes aware of any such condition and to keep the Lessor advised of all such actions taken by the Lessee. (i) With respect to the execution and delivery of the 2018 Certificates, the Lessee shall, subject to annual appropriation to cover the costs of preparation and mailing thereof, comply with the applicable reporting requirements for obligated persons included in Rule 15c2-12 adopted pursuant to the Securities Exchange Act of 1934, as amended, or any successor provision, including entering into a continuing disclosure undertaking or agreement, if necessary, in form and substance satisfactory to the 2018 Underwriter for such purpose.

Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows: (a) The Lessee (i) is a corporation duly organized and existing under the laws of the State of West Virginia; (ii) has the full power to own its properties and conduct its business; (iii) has full legal right, power and authority to enter into the transactions contemplated by this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease and to consummate all transactions contemplated herein and therein; and (iv) by proper corporate action has duly authorized the execution and delivery of this Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) Lessee covenants and agrees that the Leased Premises shall be used for the purpose of operating its business of assembling and/or producing zero-emission, electric-powered medium and heavy-duty vehicles and charging systems and components thereof, or for any other legal purpose authorized in writing by the Lessor with the prior written consent of the Infrastructure Council (the "Permitted Use"). Xxxxxx agrees that it will not use any part of the Leased Premises in any unlawful manner or for unlawful purposes and that it will comply with all applicable federal, state and municipal laws with respect to the Leased Premises and its use thereof. Lessee shall obtain, at its sole expense, all licenses and permits which may be required for its use of the Leased Premises. (c) The execution and delivery of this Lease, the fulfillment of or compliance with the terms and conditions hereof, and the consummation of the transactions contemplated hereby, will not conflict with, constitute a breach of, or default under, the Act, the Constitution and laws of the State, or other instrument to which the Lessee is not subject to a party or by which it is bound, or any legal constitutional or contractual limitation statutory provision, or provision order, rule, regulation, decree or ordinance of any nature whatsoever court, government or governmental body to which in the Lessee, the Leased Premises or any way limitsof the Lessee's other properties are subject. (d) This Lease has been duly authorized, restricts or prevents executed and delivered by the Lessee from entering into this Lease or performing any and constitute the legal, valid and binding obligations of its obligations hereunderthe Lessee enforceable in accordance with their terms, except to the extent that such performance the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization reorganization, moratorium, or other laws now or hereafter in effect relating to or affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ce) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or bodybody pending or, known to be pending or threatened Xxxxxx's knowledge, threatened, against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by validity or enforceability of this Lease Lease, or which would materially and adversely affect any other agreement or instrument to which the Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by thereby or the ability of the Lessee to perform its obligations hereunder. (f) The representative of the Lessee executing this Lease has been duly authorized to execute and deliver this Lease. (g) The Lessee shall comply with and shall cause its agents, any subtenants, licensees, employees and contractors, to comply with all Environmental Regulations and shall keep the Leased Premises free and clear of any violation of such Environmental Regulations. All authorizationsUpon receipt of any notice from any person or entity with regard to the Release of Hazardous Materials on, consents from or beneath the Leased Premises, the Lessee shall give prompt written notice thereof to the Lessor (and, in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulation) and approvals required shall promptly proceed at Lessee's sole cost and expense to remediate any such Release of Hazardous Materials that occurred subsequent to the Effective Date to bring the Leased Premises into compliance with all Environmental Regulations; provided that an updated Environmental Phase 1 report, which will be used as a baseline, has been delivered to the Lessee, Lessor, Lender and WVDED in connection with the execution Closing . which . (h) Lessee shall immediately notify Lessor, in writing, of any receipt, knowledge or discovery of any oral or written communication from any federal, state, county, municipal, or other local government having jurisdiction over the Leased Premises or regarding any manner pertaining to the alleged failure to comply with any Environmental Regulations; any matter relating to a response, removal or remedial action, or any other action required by Environmental Regulations; or any other matter pertaining to Hazardous Materials; and delivery by shall promptly proceed at Lessee's sole cost and expense to bring the Leased Premises into compliance with all Environmental Regulations. (i) Lessee hereby covenants and agrees to indemnify, defend and hold harmless Lessor from and against any and all claims, liabilities, penalties, fines, damages, judgments, losses, suits, actions, legal or administrative proceedings, interests, costs and expenses (including reasonable attorney's fees, consultant's fees and expert's fees), of this Lease any kind or nature, foreseen or unforeseen (collectively, "Damages"), arising from, related to or in connection with any breach of any covenants, representations and warranties of Lessee contained in this Section 2. Without limiting the carrying out by foregoing, in the event Lessee causes or permits the presence of its obligations under this Lease have been obtainedany Hazardous Materials on the Leased Premises, and the same results in contamination, Lessee shall promptly, at Xxxxxx's sole cost and expense, take any and all necessary action to return the Leased Premises to the condition existing prior to the presence of such Hazardous Materials on the Leased Premises. (dj) The payment On or before the 1st day of November of each year, Lessee shall provide to the WVDED a report showing the total number of permanent and part-time employees working on the Lessee's site on the Leased Premises on the 30th day of June of that year, and the aggregate total wages paid during the twelve (12)-month period ending on the 30th day of the Rentals hereunder or any portion thereof is not (i) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within September the meaning of Section 141(a) of the Codesame year.