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<br />JUL-23-98 09:13 FROM:A550CIATE5
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<br />10:9726523491
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<br />PACE 4/8
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<br />7. REPRESENTATIONS. COVENANTS ANO WARAANTJES. Lessee tepresents. COYel'lant$ ~nd WiJI11Sl1ts as of the d8te hereof and at
<br />all time& during the Le_ Term 1hat: N Lessee is a state ar a fully eonstituted political $l.I1xIM$ion thereof. or its obligations hereunder
<br />ecnatitute obligations issued on behalf of a $tate 01' a poIitiea1 $ubc/M$ion thefeof, such ti'Iat any internt derive<f under this lease will qualify
<br />forexemption from Federal income taxes w\dtr section 103 of the Internal Revenue Code of 1986. as amended (1he "Code"), and that it will do or cause
<br />to be done aU things neeessary to pmerve and keep in fuJI foree and effect (3) its existence and (b) this Lme; (ii) the execution, deftwry Jnd
<br />petfOl'lTl8nCe by the lessee of this !.me and III documents executed in connection herewith, including, without flmitation, Schedule A heretQ and tne
<br />DerIVeI)' and Acctptance Certificate referred to in Section 3 hereof (the Least together with an sucn documents shaD be eoUeetively referred tD herein as
<br />the "L.. Documents") have been duly authori%ed by all necessary action on the part of the Lessee: (iii) the Leese Documents each constitute a legal,
<br />Vlrld Ind binding obligation of the lessee enforceable in accordance with their I'e'Spective terms; (iv) no add"ttional governmental orders. pennissions,
<br />COI'I1ltnts, approvals or authorizations art requirGd to be obtained and no regis1rations or dtcIatations are required to be filed in connection with 1ht
<br />~ and delivery of the lease Documents; (v) lessee has sufficient appropriations or tither fund, available tD pay all lease Paymenb n other
<br />amounts due henluncIer for ~ current fiscal period; (vi) the use of the Equipment by the lessee is tsStntiaI to and 'M1I be limited to the perfoonanct by
<br />Leesee of 0I'Ie or men ~ fvnetion$ of Lessee consistent with the permis$ible scope of lossee's authority; (vii) l'IO poItion of the Equipment
<br />wiU be used direclly or indirectly in lOy nde or business carried on by any person other than Lessee: and (viii) no pcx1ion of the Equipment will be U$ecl
<br />by an organization describld in section 501 (e) (3) of the Code and (ix) this Lene d0e5 not constitutB an arbitrage obligation within the meaning of
<br />sec1ion 148 of the Code and is not federally guaranteed within the meaning of section 149{b) of lt1e Cod..
<br />Le"" shall dtIivw to Lmor an opinion of Lt$$GG'$ eouncol in form and cubctaneo as SIt forth htrtin or a$ othtrwist aeceptablo to loccor. In the
<br />event that a question arises as to Lessee's qualification as a political subd'rvision. Lmee i91'etS to t'xecute a power of attorney luthorizIng L~ to
<br />makCl application to ttlt lntemal RMf1ut Service for a litter ruling with rtspIc:t to the issue.
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<br />e. TITLE TO EOUIPMENT. Upon ~nee of the Equipment by Lessee hereunder, title to the Equipment wiD vest in lessee subject to lessor's
<br />rights under this ltalt; provided, howtver, that (Q in the event of tennination of this lease pursuant to Section S hereof. (ii) upon the occurrence of an
<br />Event of Oefault hereunder, and . long . such Event of Default is continuing. or (iii) in the event that the purchase option has not bean exertised prior
<br />to the Expil'ltion Oate, title will immediately vest in Lessor or its aG$ignee without any action by Le&&ee and lessee shaR immediately &ul'render
<br />possession of It1t Equipment to Lesser or its nsignee in the ITlInneT set forth in Section 5 hereof.
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<br />9. USE: REPAIRS, Lessee win 1M the Equipment in a earlful maMer for lt1e use contemplated by the manufacturer of the Equipment lmee shall
<br />comply with all laws. ordinances, insurance policies and regulatiOl'1$ relating to the po$$G$$ion. use. opera~ or maintenanee of the Equipment
<br />Lessee. at its expense, will keep the Equipment in good working order and repair and furnish all perts, mechanisms and devices required 1herefor,
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<br />10. ALTERATIONS. Lessee will ntlt make lny alterations, additions or improvements to th. Equipment without Lesm prior writtlln eonsent unltss
<br />such aIteratIOll$, additions or improvements may be readily removed without damage to the Equipment i I
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<br />11. LOCA rION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent base will not be
<br />changed from the Equipment Location without L8$$Ol"s prior writtlln eonG8nt which wiU not bQ unreasonably withheld. l.eGGor will be entitled tD ent!r
<br />upon the Equipment Location or elsewhere during ~ bu$inm hOUl'i to inspect the Equiptnent or ob6erve it$ U$e i1nd opemon.
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<br />12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of aD levies. liens and eneumbr3nots except those ereated under this
<br />Lease. lessee shall pay, when due. aft charges and taxes (local. state and federal) which may naw or hereafter be imposed upon the ownership,
<br />lea$ing. rental. sale, purchase, possmion Of use of the EqlJipmtl'lt excluding however. aU taxes on or mmured by Leseo($ inool'ne. If Lessee fails to
<br />pay said charges, or taxes when due, Lessor may, but need not pay said charges or taxes and, in such event, lessee shaD reimburse lessor therefor
<br />on demand. with interest at the mmmum rate pennitted by law from ~ date of sueh payment by Lmor to the date of reimbutsement by Leme.
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<br />13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee 8$$UmK all ri$k of 10$$ of or damage to the Equipment from any cause whatsoever, and
<br />no such loss of or damage to the Equipment nor defect therein nor unfitless or obsoIescenoe thereof shall relieve Lessee of the obligation to make
<br />Lease Payments or to petfoml any other obligation under this Lease. In the event of damage to any item of Equipment. LeSM will imme<fl3tely place
<br />the S3l'n$ in good repeir with the ~ of any insutance reetNtry applied to the ccsr of such repair. If Lessoc' _mines thet any item of Equipm&nt
<br />is 1O$t, mien, des1royed or damaged beyQOd .. L.... at the option of LtsGOr, will either (a) rep/ac>> 1hf S8n1e with tike equipment in good 1'Vpair,
<br />or (b) on the next lease Payment Date, pay lessor: (i) aft amounts lhen owed by Lessee to lessor under lt1is lease, including the lease Payment due
<br />on such dat., and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule A opposite such loact Payment Data. In the Mnt
<br />that L&sGee is obligated to make such payment put'$U8nt to GUbparagraph (b) above with respect to les$1hM aU of the Equipment, Les$Ol' wiD provide
<br />Lmee with 1he pro ram amount of the lease PIyment and 1he Concluding Payment to be made by Lessee with respect to the Equipment which IS
<br />suffered the IVInt of Io&s.
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<br />14. PERSONAL PROPERTY. The Equipment is and wiu remain personal property and wUl not be deemed to be affixed or attached to real estate or
<br />any building thereon. If requesttd by Lessor, Le&&8t will, at less8e's expense, furnish a waiver of any interest in the Equipment from any patty having
<br />an int8mt itl al'lY eueh AnlI estate 01' building.
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<br />15. INSURANCE. Lessee, win. at itt; expense. maintain at aH times during the Lea$e Term, fife and extended comllge. public liability and property
<br />damage in$lJranQe with reepect to the Equipmet'1t in 5uch emounts, covering such risks. and with such insurer1 as shaD be satisfactory to Lessor, or.
<br />with LtcSOI'" prior writtvn conwnt, may M1f-irmllV 898m any or ,II such riski. In no event will the insurance limits be kK:s than the amount of the
<br />then applicable Concluding PaylTlt'nt with respect to $uch Equipment Each insurance policy Wl11 name lessee as an insured and Lessor 0( its assigns
<br />as an additional insum. IOd wiD contain a clause requiring the insurer to give Lessor or its assigns; at Ioast thirty (30) day$ priOl' written notioe of any
<br />elterJtion in the terms of such porlCY or It1e cancellation thereof. The proceeds of any such policies will be payable to lessee and lessor or its assigns
<br />IS their interests may appear. Upon aeetptanet t1f the Equipmont and upon each insurance renewal date, lessee wiD deliver to Lessor :r certificate
<br />e'Videncing such insurance. In the event that lessee has beel'I permitted to u1f-in$ure. Lnwe win fumish Le5$OI' with a letter or certificate to such
<br />effect In Il. event of any Io&s, damage, injlJl'Y rt accident involving the Equipment. Lessee will promptly provide l~r with writton notieo hnof and
<br />make available to Lessor aU infon'netion and documentrion relating thereto and shall permit Lessor to participate at\d COOperR with ~ in making
<br />any claim for insurance in reepect thereQf.
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