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<br />i. Lessee shall defend Lessor's right, title and interest in the Equipment against, and keep the Equipment free
<br />of, all levies, liens, claims and encumbrances of every kind and description, and however and whenever arising, except those, if
<br />any, which Lessor has created or to which Lessor has consented in writing.
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<br />j. Lessee has never failed to appropriate funds or defaulted under any bond, note, warrant, debt obligation.
<br />Lessee anticipates having sufficient moneys in the general fund of Lessee to pay, and that will be available and used for the
<br />payment of the lease payment for the remainder of the current fiscal year of Lessee.
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<br />k. Lessee has complied with all applicable procedures and requirements, including, without limitation, any legal
<br />bidding requirements, prior to the execution of this Lease.
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<br />1. The representations made in the opinion of Lessee's counsel attached hereto as Exhibit "c" and incorporated
<br />herein by reference are, to the best knowledge of Lessee, true and correct.
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<br />ill. To the best knowledge of Lessee, the certifications made in the General Certificate and Certificate of No
<br />Lmgation, attached hereto as Exhibit "D" and incorporated herein by reference, and the information contained in the Essential Use
<br />Certificate, and attached as Exhibit "F" are true and correct.
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<br />n. Lessee has caused or will cause to be timely completed and filed with the United States Internal Revenue
<br />Service (the "IRS"), Form 8038-G or Form 8038-GC (for issues with an issue price under $100,000.00), as appropriate, in
<br />substantially the form attached hereto as Exhibit "E".
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<br />The representations, warranties and covenants set forth in this Section are in addition to any other representations,
<br />warranties and covenants contained in the other provisions of this Lease.
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<br />Lessee shall be deemed to have made all of the foregoing representations, warranties and covenants as of the date
<br />hereof and as of the "Rent Commencement Date," as defined in the Equipment Schedule.
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<br />8. EQUIPMENT PURCHASE ACCOUNT. Lessor shall establish, as escrow agent for Lessee, an account to be known
<br />as the "Equipment Purchase Account," (the Account). On the date hereof, Lessor shall deposit an amount equal to the "Total
<br />Original Cost", as set forth in the Equipment Schedule, into the Account which shall be used by Lessee to purchase the Equipment
<br />under the terms and conditions set forth herein. Funds held in the Account shall be invested as directed by Lessee, in accordance
<br />with the terms of this Lease and applicable laws of the State, in investments that will mature no later than the date(s) on which the
<br />Equipment or any portion thereof, as applicable, is expected to be purchased. Investment earnings derived from the investment
<br />of funds in the Account shall be retained therein and used as provided in this Section. The Account shall be a separate account
<br />at the Lessor's offices and the investments therein shall be owned by the Lessee subject to Lessor's security interest therein.
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<br />Upon receipt from Lessee of a completed Certificate of Acceptance in substantially the form set forth as Schedule A of the
<br />L,:!uipment Schedule, together with such other documentation as is set forth in Section 3 (c) of the Agreement and as Lessor may
<br />hereafter reasonably require, Lessor shall draw funds from the Account sufficient to pay the amount for the portion of the
<br />Equipment described therein as set forth in Exhibit "A" of the Equipment Schedule and pay such amount to the vendor thereof
<br />on behalf of Lessee; provided, Lessor shall be under no obligation to make any such payment if the Account shall have been
<br />terminated prior to the request and processing of such payment.
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<br />The Account shall terminate upon the earlier to occur of ( a) the purchase of all of the Equipment pursuant to the terms and
<br />conditions set forth herein, (b) the occurrence of an Event of Default that continues through the cure period, if any, set forth herein,
<br />(c) the failure of Lessee to budget funds necessary to pay each installment of rent for Lessee's next succeeding fiscal year, or (d)
<br />except as otherwise provided in this Section, the date which is six (6) months from the date hereof. Any amount remaining in the
<br />Account after termination thereof pursuant to clauses (a) or (d) of this paragraph shall be used by Lessor to prepay rental
<br />installments, or portion( s) thereof, to the extent of moneys available, that will be due for the then current fiscal year of Lessee in
<br />inverse order of installment maturity. Any amount remaining in the Account after teimination thereof pursuant to clauses (b) or
<br />(c) of this paragraph shall be immediately paid to Lessor and shall be treated for purposes of this. L~ase as a prepayment, to the
<br />extent of moneys available, of the rental installments next becoming due, and in no event shall such amount be deemed the property
<br />of Lessee. In the event that all of the Equipment shall not have been purchased by such date, if Lessor shall receive an opinion
<br />satisfactory to Lessor from legal counsel acceptable to Lessor with nationally recognized standing in matters pertaining to tax-
<br />exempt obligations to the effect that extending the duration of the Account will not adversely affect the tax-exempt status of interest
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