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<br />units" from the arbitrage rebate requirements of the Code, Lessee hereby declares that (i) Lessee is a political subdivision of
<br />the State, is a governmental unit with general powers of taxation, and is not a subordinate entity of any other political
<br />subdivision or other governmental unit of the State; (ii) this Lease will not at any time be a "private activity bond"; (iii) ninety-
<br />five percent (95%) or more of the net proceeds under this Lease will be used for local governmental activities of Lessee as
<br />described in Section 148(f) of the Code; and (iv) anything in this Lease to the contrary notwithstanding, including, without
<br />limitation, the provisions of subsection (c) of this Section, the aggregate face amount of all tax -exempt obligations, not including
<br />obligations that, when issued, are and are intended to be "private activity bonds," that are reasonably expected (based on
<br />Lessee's prior experience and all other relevant factors) to be issued by Lessee and all subordinate entities thereof during the
<br />calendar year in which this Lease is dated is not intended to exceed $5,000,000.00. Neither Lessee nor any subordinate entity
<br />thereof intends to issue any tax-exempt obligations during the calendar year in which this Lease is dated that, when added to
<br />the face amount of all other tax-exempt obligations so issued in such year (not including "private activity bonds" as described
<br />in clause "iv" above) will be in excess of $5,000,000.00 unless, prior to such issuance, Lessee, for itself and on behalf of its
<br />ccubordinate entity, if appropriate, shall have obtained an opinion oflegal counsel acceptable to and for the benefit of Lessor,
<br />th nationally recognized standing in matters pertaining to tax-exempt obligations, to the effect that such issuance will not
<br />mlt in Lessee being ineligible for the arbitrage rebate exemption described above.
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<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.
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<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
<br />be to cause the Lease to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
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<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
<br />of this Lease would have caused this Lease to be an "arbitrage bond" within the meaning of Section 148 of the Code.
<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 )(1 )(ii)(A).
<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 '1.03-18.
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<br />17. 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
<br />consent.
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<br />18. INSPECTION AND NOTICE. Lessor shall have the right to inspect the Equipment at any time during business
<br />1. ~urs. Lessee shall give Lessor immediate notice of any attachment, garnishment, levy or other judicial process affecting any
<br />the Equipment and shall advise the Lessor, upon Lessor's request, of the location of any Equipment.
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<br />19. ASSIGNMENT BY LESSOR. Lessor may transfer or assign all or any part of Lessor's right, title and interest in,
<br />under or to the Equipment, or any portion thereof, and/or this Lease, and any or all sums due or to become due hereunder, for
<br />any reason to any third party (the "Assignee"). Assignee may re-assign and transfer, and such transferee shall also be referred
<br />to as the "Assignee." Lessee agrees that upon receipt of written notice from Lessor of such assignment, together with a copy
<br />of a written agreement duly executed by Lessor evidencing any such assignment, Lessee shall perform all of its obligations
<br />relating to such assigned Lease for the benefit of Assignee and, if so directed in writing, shall pay all sums due or to become
<br />due under this Lease directly to Assignee or to any other party designated in writing by Assignee. Lessee hereby waives and
<br />agrees not to assert against Assignee any defense, setoff, recoupment claim or counterclaim which Lessee has or may at any
<br />time have against Lessor for any reason whatsoever. For purposes of this Lease, the term "Lessor" shall include any Assignee.
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<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
<br />the terms and covenants contained in this Lease shall survive any such assignment. Nothing contained in such documentation
<br />required by Assignee shall be in derogation of any of the rights granted to Lessee hereunder. No such assignment shall relieve
<br />Lessor of its obligations arising under this Lease or interfere with Lessee's right to quiet possession of the Equipment.
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