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<br />7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee hereby represents, covenants and
<br />warrants to Lessor as of the date hereof and at all times during the Lease Term that (i) lessee is a state or a fully
<br />constituted political subdivision thereof, or its obligations hereunder constitute obligations issued on behalf of a state
<br />or a political subdivision thereof, and Lessee will do or cause to be done all things necessary to preserve and keep in
<br />full force and effect its existence and this Lease; (ii) Lessee has full power and authority under the constitution and
<br />laws of state in which it is located to enter into this Lease and the transactions contemplated hereby, and to perform
<br />all of its obligations hereunder; (iii) each officer of lessee executing this Lease has been duly authorized to execute
<br />and deliver this Lease under the terms and provisions of a resolution of Lessee's governing body, or by other
<br />appropriate official action; (iv) the execution, delivery and performance of this lease and all documents executed in
<br />connection herewith, including, without limitation, Exhibits A and B hereto, the Addendum for Escrow Funding and
<br />escrow agreement referred to in Section 1 hereof, if any, and the Partial or Final Delivery and Acceptance Certificate
<br />referred to in Section 3 hereof (this Lease together with all such documents shall be collectively referred to herein as
<br />the "Lease Documents") have been duly authorized by all persons, governmental bodies and agencies necessary to
<br />authorize and approve this Lease; (v) the Lease Documents have been duly executed and delivered by and
<br />constitute the valid and binding obligations of Lessee, enforceable against lessee in accordance with their
<br />respective terms; (vi) the execution, delivery and performance of this Lease by Lessee shall not (a) violate any
<br />federal. state or loca/law or ordinance, or any order, writ. injunction, decree, rule or regulation of any court or other
<br />governmental agency or body applicable to lessee; or (b) conflict with or result in the breach or violation of any term
<br />or provision of, or constitute a default under, any note, bond, mortgage, indenture, agreement, deed of trust. lease or
<br />other obligation to which lessee is bound, if such conflict. breach or violation would give rise to any right of
<br />termination, cancellation or acceleration under any of the terms, conditions or provisions of such obligation; (vii) in
<br />authorizing and executing this Lease, Lessee has complied with all open meeting laws and other laws applicable to
<br />this Lease and the acquisition by Lessee of the Equipment; (viii) Lessee has appropriated and/or taken other lawful
<br />actions necessary to provide moneys sufficient to pay all Lease Payments required to be paid under this Lease
<br />during the current fiscal period of Lessee; (ix) during the Lease Term, the Equipment will be used solely by
<br />employees. officers and officials of Lessee to perform only essential governmental functions of Lessee consistent
<br />with the scope of Lessee's authority; (x) the payment by Lessor of the cost of the Equipment does not substitute, in
<br />whole or in part, for Lessee making such payment from funds of Lessee which have been raised or earmarked for
<br />the purpose of paying such cost or any part thereof; (xi) money in the General Fund may be withdrawn by Lessee at
<br />any time for lawful purposes, including general expenses and debt service payments of Lessee, and there is
<br />therefore no reasonable assurance that amounts held in the General Fund would be available if needed to pay the
<br />Lease Payments in the event Lessee encounters financial difficulties; (xii) Lessee does not expect to dispose of the
<br />Equipment before the termination of this Lease; and (xiii) no other obligations of Lessee which will be paid out of the
<br />General Fund (or which will have substantially the same claim as this Lease to be paid out of the General Fund)
<br />have been or will be issued by Lessee at substantially the same time as this Lease.
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<br />Lessee shall deliver to Lessor an opinion of lessee's counsel in form and substance as set forth herein or as
<br />otherwise acceptable to Lessor.
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<br />8. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder,
<br />title to the Equipment will vest in Lessee subject to Lessor's rights under this lease; provided, however, that (i) in the
<br />event of termination of this lease pursuant to Section 6 hereof, or (ii) upon the occurrence of an Event of Default
<br />hereunder. and as long as such Event of Default is continuing, title will immediately vest in Lessor or its assignee
<br />without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor or its
<br />assignee in the manner set forth in Section 5 hereof. Lessee grants to Lessor a continuing, first priority security
<br />interest under the Uniform Commercial Code in the Equipment. the proceeds thereof and all repairs, replacements,
<br />substitutions and modifications thereto or thereof made pursuant to Section 9, in order to secure lessee's payment
<br />of all Lease Payments due during the Lease Term and the performance of all other obligations herein to be
<br />performed by lessee. Lessee will join with lessor in executing such financing statements or other documents and
<br />will perform such acts as lessor may request to establish and maintain a valid first lien and perfected security
<br />interest in the Equipment
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<br />9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the
<br />manufacturer of the Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations
<br />relating to the possession, use, operation or maintenance of the Equipment. lessee, at its expense, will keep the
<br />Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor.
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