Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder and Lessee, as follows: (a) Issuer is a public body corporate and politic duly organized and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, to issue the Bond and to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate under the terms and provisions of the resolution of its governing body 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 enforceability of the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate and such related documents under the terms and provisions of a resolution of Issuer’s governing body, or by other appropriate official action. (f) The Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights. (g) Issuer has pledged to Bondholder all of Issuer’s rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholder. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s knowledge, threatened against or affecting Issuer, challenging Issuer’s authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an information return at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the “applicable elected representative” (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoing. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body corporate and politic duly organized created and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, Act to issue the Bond and to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (dc) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate under the terms and provisions of the resolution of its governing body or by other appropriate official approvalbody, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate against Issuer, and Issuer represents that there are no has complied with such public bidding requirements that are (if any) as may be applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, Act required to make the Bond, this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate the valid and binding obligation obligations of Issuer. (ed) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate and such related documents under the terms and provisions of a resolution of Issuer’s 's governing body, or by other appropriate official action. (fe) The Bond, this Lease Agreement, This Agreement and the Escrow Agreement and the Tax Compliance Certificate are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective termstarns, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting effecting the enforcement of creditors’ ' rights. (f) All of the proceedings approving this Agreement, the Escrow Agreement and the Bond were conducted by Issuer at meetings which complied with Act 267, Michigan Public Acts, 1976, as amended. (g) No member of the Board of Directors of Issuer is directly or indirectly a party to or in any manner whatsoever interested in this Agreement, the Escrow Agreement, the Bond or the proceedings related thereto. (h) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereofReserved Rights) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (hi) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (ij) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateEscrow Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (jk) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending which has been served upon Issuer or, to the best of Issuer’s 's knowledge, is threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest interest on the Bond from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (kl) Issuer will submit or cause to be submitted to the Internal Revenue Service an information return Secretary of the Treasury a Form 8038 at the time and in the form required by the Code. (lm) The issuance financing of the Bond for the purpose of financing the Project Equipment has been approved by the “"applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoing. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion)Code. (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer covenants that it will promptly pay or cause to be paid to Lender the Lease Loan Payments on each Payment Date payable by Borrower hereunder and under the Bond to the extent actually received from Borrower at the place place, on the dates and in the manner set forth herein and in the Escrow Agreement; providedBond. (p) Issuer recognizes that investment of the Loan Proceeds will be at the written direction of Borrower, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOFbut agrees that it would commit no act that would cause the Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Code.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a body public body corporate and politic duly corporate, and a public instrumentality of the State, organized and validly existing under by virtue of the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate public and politiccorporate, and a public instrumentality of the State or take such actions as may be necessary to permit the transfer or assignment of this Loan Agreement to any successor to Issuer. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, to issue the Bond and to enter into this Lease Loan Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Loan Agreement, the Escrow Agreement and the Tax Compliance Certificate Agreement under the terms and provisions of the resolution adopted by its Board of its governing body or by other appropriate official approvalDirectors, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Lease Loan Agreement, the Escrow Agreement and the Tax Compliance Certificate Agreement against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Loan Agreement, the Escrow Agreement and the Tax Compliance Certificate Agreement the valid and binding obligation of Issuer. (e) The authorized officer of the Board of Directors of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Loan Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Loan Agreement, the Escrow Agreement and the Tax Compliance Certificate Agreement and such related documents under the terms and provisions of a resolution of the Issuer’s governing body, or by other appropriate official action. (f) The Bond, this Lease This Loan Agreement, the Escrow Agreement and the Tax Compliance Certificate Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights, to the application of equitable principles, and to the limitations on enforcement remedies against public entities in California. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment and this Lease Loan Agreement (except for the right to receive any indemnification Additional Payments to the extent payable to Issuer, any rights of Issuer pursuant to Section 7.06 hereof indemnification and notice to Issuer pursuant to Section 12.03 hereofrights of notice, inspection and consent) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Loan Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. 19 (i) None of the issuance of the Bond or the execution and delivery of this Lease Loan Agreement, the Escrow Agreement or the Tax Compliance CertificateAgreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Loan Agreement, the Escrow Agreement or the Tax Compliance Certificate Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s knowledge, threatened against or affecting Issuer, challenging Issuer’s authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an information return at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the “applicable elected representative” (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoing. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body politic and corporate and politic a public instrumentality duly organized created and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, to issue the Bond and State to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement under the terms and provisions of the resolution of its governing body 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 enforceability of the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to (without limitation) the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer’s 's governing body, or by other appropriate official action. (f) The Bond, this Lease This Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateRegulatory Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s 's knowledge, threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an Secretary of the Treasury a Form 8038 (or other information return reporting statement) at the time and in the form required by the Code. (l) The issuance financing of the Bond for the purpose of financing the Project Equipment has been approved by the “"applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance CertificateRegulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoingRegulatory Agreement. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141ss. 1. 141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body corporate and politic political subdivision (a city of the first class) duly organized created and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect affect its existence as a body politic and corporate and politica public instrumentality. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, State to issue the Bond and to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement under the terms and provisions of the resolution ordinance of its governing body 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 enforceability of the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement against Issuer, and Issuer represents that there are no has complied with such public bidding requirements that are as may be applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer’s governing body, or by other appropriate official action. (f) The Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholder). (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateRegulatory Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s knowledge, threatened against or affecting Issuer, challenging Issuer’s authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an Secretary of the Treasury a Form 8038 (or other information return reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the “applicable elected representative” (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance CertificateRegulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoingRegulatory Agreement. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body corporate and politic duly organized and validly existing under the Constitution and laws politic, with perpetual corporate succession, constituting an instrumentality of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a public body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, State to issue the Bond and to enter into this Lease Agreement, the Assignment, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement under the terms and provisions of the resolution of its governing body 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 enforceability of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement the valid and binding obligation obligations of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Assignment, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer’s 's governing body, or by other appropriate official action. (f) The Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights. (g) Pursuant to the Assignment, Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment Property, the Loan Payments and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereofIssuer's Reserved Rights) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereofhereof and under the terms of the Assignment. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance CertificateRegulatory Agreement, the consummation of the transactions contemplated hereby or thereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s 's knowledge, threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an Secretary of the Treasury a Form 8038 (or other information return reporting statement) with respect to the Bond at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project Property has been approved by the “"applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance CertificateRegulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoingRegulatory Agreement. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141ss. 1. 141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body corporate and politic duly organized created and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, Act to issue the Bond and to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (dc) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate under the terms and provisions of the resolution of its governing body or by other appropriate official approvalbody, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate against Issuer, and Issuer represents that there are no has complied with such public bidding requirements that are (if any) as may be applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, Act required to make the Bond, this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate the valid and binding obligation obligations of Issuer. (ed) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, Agreement and the Escrow Agreement and the Tax Compliance Certificate and such related documents under the terms and provisions of a resolution of Issuer’s 's governing body, or by other appropriate official action. (fe) The Bond, this Lease Agreement, This Agreement and the Escrow Agreement and the Tax Compliance Certificate are legal, valid and binding obligations Obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting effecting the enforcement of creditors’ ' rights. (f) All of the proceedings approving this Agreement, the Escrow Agreement and the Bond were conducted by Issuer at meetings which complied with Act 267, Michigan Public Acts, 1976, as amended. (g) No member of the Board of Directors of Issuer is directly or indirectly a party to or in any manner whatsoever interested in this Agreement, the Escrow Agreement, the Bond or the proceedings related thereto. (h) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereofReserved Rights) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (hi) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (ij) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateEscrow Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (jk) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending which has been served upon Issuer or, to the best of Issuer’s 's knowledge, is threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, Agreement or the Escrow Agreement or the Tax Compliance Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest interest on the Bond from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (kl) Issuer will submit or cause to be submitted to the Internal Revenue Service an information return Secretary of the Treasury a Form 8038 at the time and in the form required by the Code. (lm) The issuance financing of the Bond for the purpose of financing the Project Equipment has been approved by the “"applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoing. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion)Code. (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer covenants that it will promptly pay or cause to be paid to Lender the Lease Loan Payments on each Payment Date payable by Borrower hereunder and under the Bond to the extent actually received from Borrower at the place place, on the dates and in the manner set forth herein and in the Escrow Agreement; providedBond. (p) Issuer recognizes that investment of the Loan Proceeds will be at the written direction of Borrower, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOFbut agrees that it will commit no act that would cause the Bond to be an "arbitrage bond" within the meaning of Section 148(a) of the Code.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a body public body corporate and politic duly corporate, and a public instrumentality of the State, organized and validly existing under by virtue of the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate public and politiccorporate, and a public instrumentality of the State. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, to issue the Bond and Act to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement under the terms and provisions of the resolution adopted by its Board of its governing body or by other appropriate official approvalDirectors, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement the valid and binding obligation of Issuer. (e) The authorized officer of the Board of Directors of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer’s governing body, Issuer or by other appropriate official action. (f) The Bond, this Lease This Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights, to the application of equitable principles, and to the limitations on enforcement remedies against public entities in California. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment Equipment, the Additional Collateral and this Lease Agreement (except any indemnification payable to Issuer pursuant Issuer, rights to Section 7.06 hereof and notice notice, the right to receive Additional Payments to the extent payable to Issuer pursuant and any rights to Section 12.03 hereofinspection and consent hereunder) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateRegulatory Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s 's knowledge, threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an a Form 8038 (or other information return reporting statement) at the time and in the form required by the Code. (l) The issuance financing of the Bond for the purpose of financing the Project has been approved by the “an "applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer the State after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with provisions contained in the Tax Compliance CertificateRegulatory Agreement that directly relate to Issuer, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoingRegulatory Agreement. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. Section 1. § 1.148148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion)Section 1. (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body public, corporate and politic instrumentality duly organized created and validly existing under the Constitution and laws of the State. (b) For the term of the Loan, Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body public, corporate and politicinstrumentality. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, State to issue the Bond and to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Issuer Documents and the transactions contemplated hereby and to perform all of its obligations hereunderhereunder and thereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Issuer Documents under the terms and provisions of the resolution adopted by its board of its governing body or by other appropriate official approvaldirectors, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Lease Agreement, the Escrow Agreement Bond and the Tax Compliance Certificate Issuer Documents against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement Bond and the Tax Compliance Certificate Issuer Documents the valid and binding obligation of Issuer. (e) The authorized officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Issuer Documents and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Issuer Documents and such related documents under the terms and provisions of a resolution of Issuer’s governing body, or by other appropriate official action. (f) The Bond, this Lease Agreement, Bond and each of the Escrow Agreement and the Tax Compliance Certificate Issuer Documents are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights, the application of equitable principles and the limitations on enforcement of remedies against public entities in California. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s rights in the Equipment and this Lease Agreement (except any other than Issuer’s right to consent to certain matters herein, Issuer’s right to payment or reimbursement of its costs and Issuer’s Fees, to enforcement of the Tax Regulatory Agreement and to indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderinspection hereunder). (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None To the Issuer’s knowledge, none of the issuance of the Bond or the execution and delivery of this Lease Agreement, any of the Escrow Agreement or the Tax Compliance CertificateIssuer Documents, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, Bond or any of the Escrow Agreement or the Tax Compliance Certificate Issuer Documents violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement.agreement.‌ (j) There To the Issuer’s knowledge, there is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s knowledge, threatened against or affecting Issuer, challenging Issuer’s authority to issue the Bond or to enter into this Lease Agreement, any of the Escrow Agreement or the Tax Compliance Certificate Issuer Documents or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, Bond or any of the Escrow Agreement or the Tax Compliance Certificate Issuer Documents or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an a Form 8038 (or other information return reporting statement) at the time and in the form required by the Code. Borrower will pay any costs related to submission of Form 8038. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the “applicable elected representative” (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the provisions contained in the Tax Compliance Certificate, and Regulatory Agreement that directly relate to Issuer. Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance CertificateRegulatory Agreement. Issuer will take no action inconsistent with its statements, provided representations and expectations stated in the Tax Regulatory Agreement and incorporated herein by reference (absent an opinion of Bond Counsel addressed to Lender and Issuer that Lessee shall pay or indemnify Issuer the exclusion from gross income of the Interest will not be adversely affected for all costs associated with the foregoingfederal income tax purposes). (n) Issuer will take no action or inaction, or permit any action or inaction within its control to be taken on its behalf, that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). Borrower shall pay for any such necessary action. (o) To the best knowledge of Issuer, no member, officer or other official of Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security any financial interest created pursuant to this Lease Agreement. When such financing statements are filed whatsoever in Borrower or in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kindtransaction contemplated by this Agreement. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body corporate and politic duly organized and validly existing under the Constitution and laws politic, with perpetual corporate succession, constituting an instrumentality of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a public body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, State to issue the Bond and to enter into this Lease Agreement, the Assignment, the Escrow Agreement, the Tax Compliance No-Arbitrage Certificate and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance No-Arbitrage Certificate under the terms and provisions of the resolution of its governing body 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 enforceability of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance No-Arbitrage Certificate against Issuer, and Issuer represents that there are no has complied with such public bidding requirements that are as may be applicable to the Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the ProjectEquipment. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance No-Arbitrage Certificate the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Assignment, the Escrow Agreement, the Tax Compliance No-Arbitrage Certificate and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance No-Arbitrage Certificate and such related documents under the terms and provisions of a resolution of Issuer’s governing body, or by other appropriate official action. (f) The Bond, this Lease Agreement, the Assignment, the Escrow Agreement and the Tax Compliance No-Arbitrage Certificate are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights. (g) Pursuant to the Assignment, Issuer has pledged assigned to Bondholder Lender all of Issuer’s rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 hereofIssuer’s Reserved Rights) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereofhereof and under the terms of the Assignment. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance No-Arbitrage Certificate, the consummation of the transactions contemplated hereby or thereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance No-Arbitrage Certificate violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s knowledge, threatened against or affecting Issuer, challenging Issuer’s authority to issue the Bond or to enter into this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance No-Arbitrage Certificate or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Assignment, the Escrow Agreement or the Tax Compliance No-Arbitrage Certificate or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service Secretary of the Treasury an IRS Form 8038 (or other information return reporting statement) with respect to the Bond at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project Equipment has been approved by the “applicable elected representative” (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance No-Arbitrage Certificate, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance No-Arbitrage Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoing. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER. Issuer represents, warrants and covenants for the benefit of Bondholder Lender and LesseeBorrower, as follows: (a) Issuer is a public body politic and corporate and politic a public instrumentality duly organized created and validly existing under the Constitution and laws of the State. (b) Issuer will exercise its best efforts to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Issuer is authorized under the Constitution and laws of the State, including the Act, to issue the Bond and State to enter into this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Regulatory Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Issuer has duly authorized the issuance of the Bond and the execution and delivery of this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement under the terms and provisions of the resolution of its governing body 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 enforceability of the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement against Issuer, and Issuer represents that there are no public bidding requirements that are applicable to the Bond, this Lease Agreement, the Escrow Agreement and the Project. Issuer has taken all necessary action and has complied with all provisions of the Act, including but not limited to (without limitation) the making of the findings required by the Act, required to make the Bond, this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement the valid and binding obligation of Issuer. (e) The officer of Issuer executing the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Certificate Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Lease Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement and such related documents under the terms and provisions of a resolution of Issuer’s 's governing body, or by other appropriate official action. (f) The Bond, this Lease This Agreement, the Escrow Agreement and the Tax Compliance Certificate Regulatory Agreement are legal, valid and binding obligations of Issuer, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights. (g) Issuer has pledged assigned to Bondholder Lender all of Issuer’s 's rights in the Equipment and this Lease Agreement (except any indemnification payable to Issuer pursuant to Section 7.06 hereof and notice to Issuer pursuant to Section 12.03 11.03 hereof) including the assignment of all rights in the security interest granted to Issuer; provided, however, Issuer will not exercise any rights against the Equipment without the prior written consent of Bondholderby Borrower. (h) Issuer will not pledge, mortgage or assign this Lease Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Lease Agreement, the Escrow Agreement or the Tax Compliance CertificateRegulatory Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Issuer is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Issuer under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Issuer’s 's knowledge, threatened against or affecting Issuer, challenging Issuer’s 's authority to issue the Bond or to enter into this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Lease Agreement, the Escrow Agreement or the Tax Compliance Certificate Regulatory Agreement or any other transaction of Issuer which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Lease Agreement. (k) Issuer will submit or cause to be submitted to the Internal Revenue Service an Secretary of the Treasury a Form 8038 (or other information return reporting statement) at the time and in the form required by the Code. (l) The issuance financing of the Bond for the purpose of financing the Project has been approved by the “"applicable elected representative” " (as defined in Section 147(f) of the Code) of Issuer after a public hearing held upon reasonable notice. (m) Issuer will comply fully at all times with the Tax Compliance CertificateRegulatory Agreement, and Issuer will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Certificate, provided that Lessee shall pay or indemnify Issuer for all costs associated with the foregoingRegulatory Agreement. (n) Issuer will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. § ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. § 1.141ss. 1. 141-2(d)), and Issuer will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate or yield reduction payment required to preserve such exclusion). (o) Issuer has authorized Bondholder to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Lease Agreement. When such financing statements are filed in the offices noted therein, Bondholder will have a valid and perfected security interest in the Equipment, subject to no other security interest, assignment, lien or encumbrance. None of the Equipment is or will become a fixture on real estate. None of the Equipment constitutes a replacement of, substitution for or accessory to any property of Issuer subject to a lien of any kind. (p) Issuer will promptly pay or cause to be paid the Lease Payments on each Payment Date at the place and in the manner set forth herein and in the Escrow Agreement; provided, however THE BOND, THIS LEASE AGREEMENT AND ANY OBLIGATION IMPOSED HEREUNDER SHALL CONSTITUTE ONLY LIMITED OBLIGATIONS OF ISSUER AND WILL BE PAYABLE SOLELY FROM THE REVENUES TO BE ASSIGNED AND PLEDGED TO THE PAYMENT THEREOF AND WILL NOT CONSTITUTE A DEBT OR A GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, AND SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY AND JXXXXXX COUNTY, GEORGIA, TO LEVY TO PLEDGE ANY FORM OF TAXATION WHATEVER FOR THE PAYMENT THEREOF.