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<br />d. For purposes of Section 148(f) of the Code, which exempts obligations of certain "small governmental units"
<br />from the arbitrage rebate requirements of the Code, Lessee hereby declares that (i) Lessee is a political subdivision of the State,
<br />is a governmental unit with general powers of taxation, and is not a subordinate entity of any other political subdivision or other
<br />governmental unit of the State; (ii) this Lease will not at any time be a "private activity bond"; (iii) ninety-five percent (95%) or
<br />more of the net proceeds under this Lease will be used for local governmental activities of Lessee as described in Section 148(f)
<br />of the Code; and (iv) anything in this Lease to the contrary notwithstanding, including, without limitation, the provisions of
<br />subsection (c) of this Section, the aggregate face amount of all tax-exempt obligations, not including obligations that, when issued,
<br />are and are intended to be "private activity bonds," that are reasonably expected (based on Lessee's prior experience and all other
<br />relevant factors) to be issued by Lessee and all subordinate entities thereof during the calendar year in which this Lease is dated
<br />is not intended to exceed $5,000,000.00. Neither Lessee nor any subordinate entity thereof intends to issue any tax-exempt
<br />obligations during the calendar year in which this Lease is dated that, when added to the face amount of all other tax-exempt
<br />obligations so issued in such year (not including "private activity bonds" as described in clause "iv" above) will be in excess of
<br />~" 000,000.00 unless, prior to such issuance, Lessee, for itself and on behalf of its subordinate entity, if appropriate, shall have
<br />( lined an opinion of legal counsel acceptable to and for the benefit of Lessor, with nationally recognized standing in matters
<br />I aining to tax-exempt obligations, to the effect that such issuance will not result in Lessee being ineligible for the arbitrage
<br />rebate exemption described above.
<br />
<br />e. Lessee will assure that the proceeds of the Lease are not so used as to cause the Lease to satisfy the private
<br />loan financing test of Section 141 (c) of the Code.
<br />
<br />f. Lessee will not take or permit or suffer to be taken any action to be taken if the result of the same would be
<br />to cause the Lease to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
<br />
<br />g. Lessee will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Lease
<br />which, if such action had reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of
<br />this Lease would have caused this Lease to be an "arbitrage bond" within the meaning of Section 148 ofthe Code.
<br />
<br />h. Inasmuch as the proceeds of this Lease have all been expended on the date hereof for the purpose set forth
<br />herein, Lessee is not required to provide an issuer's certification pursuant to Treasury Regulation 1.148-2(b )(i)(ii)(A).
<br />
<br />i. Lessee will ensure that proceeds of the Lease are not used to reimburse expenditures previously paid by
<br />Lessee, except in compliance with the requirements of Treasury Regulation f1.03-18.
<br />
<br />18. LOCATION. Lessee will not, without the prior written consent of Lessor specifying a new location, permit the
<br />Equipment or any part thereof to be removed from the location shown in (a) the Equipment Schedule, or (b) any such prior consent.
<br />
<br />19. INSPECTION AND NOTICE. Lessor shall have the right to inspect the Equipment at any time during business hours.
<br />ssee shall give Lessor immediate notice of any attachment, garnishment, levy or other judicial process affecting any of the
<br />:Equipment and shall advise the Lessor, upon Lessor's request, of the location of any Equipment.
<br />
<br />20. ASSIGNMENT BY LESSOR. Lessor may transfer or assign all or any part of Lessor's right, title and interest in, under
<br />or to the Equipment, or any portion thereof, and/or this Lease, and any or all sums due or to become due hereunder, for any reason
<br />to any third party (the "Assignee"). Assignee may re-assign and transfer, and such transferee shall also be referred to as the
<br />"Assignee." Lessee agrees that upon receipt of written notice from Lessor of such assignment, together with a copy of a written
<br />agreement duly executed by Lessor evidencing any such assignment, Lessee shall perform all of its obligations relatlng to such
<br />assigned Lease for the benefit of Assignee and, if so directed in writing, shall pay all sums due or to become due under this Lease
<br />directly to Assignee or to any other party designated in writing by Assignee. Subject to Section 4, Lessee hereby waives and agrees
<br />not to assert against Assignee any defense, set off, recoupment claim or counterclaim which Lessee has against Lessor for any
<br />reason whatsoever. For purposes of this Lease, the term "Lessor" shall include any Assignee.
<br />
<br />Upon receipt of notice of any such assignment, Lessee agrees to execute and deliver to. Lessor, if requested, such
<br />documentation as Assignee may reasonably require. Lessee hereby acknowledges and affirms that the obligations set forth in the
<br />terms and covenants contained in this Lease shall survive any such assignment. Nothing contained in such documentation required
<br />by Assignee shall be in derogation of any of the rights granted to Lessee hereunder. No such assignment shall relieve Lessor of
<br />its obligations arising under this Lease or interfere with Lessee's right to quiet possession of the Equipment.
<br />
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