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<br />and an opinion of counsel substantially in the form attached hereto as Exhibit B.
<br />
<br />(e) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of performing one
<br />or more governmental or proprietary functions of the Lessee consistent with the permissible scope of Lessee's authority and will not be
<br />used in a trade or business of any person or entity other than the Lessee.
<br />
<br />(~ The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Initial
<br />Term and all Renewal Terms.
<br />
<br />(g) The Lease has been duly authorized, executed and delivered by the Lessee and is a legal, valid and binding
<br />obligation of the Lessee, enforceable against the Lessee in accordance with its terms.
<br />
<br />(h) The Lessee's execution and delivery of this Lease and the performance of its obligations hereunder will not
<br />be inconsistent with the Lessee's enabling legislation, do not and will not contravene any law, governmental rule or regulation, judgment
<br />or order applicable to the Lessee, and do not and will not contravene any provisions of, or constitute a default under, any indenture,
<br />mortgage, contract or other instrument to which the Lessee is a party or by which it is bound.
<br />
<br />(i) Neither the consent of or approval of, nor the giving of notice to, registration with or taking of any action with
<br />respect of or by, any federal, state or local governmental agency or instrumentalities required with respect to the Lessee's execution,
<br />delivery and performance of this Lease.
<br />
<br />G) Lessee shall execute and deliver to Lessor, if applicable, the rider for $10,000,000 Small Issuer, substantially
<br />in the form attached hereto as Exhibit C.
<br />
<br />(k) Lessee shall cause the Form 8038G to be timely filed with the Internal Revenue Service. An example of
<br />Form 8038G, and the instructions therefor, are attached hereto as Exhibit E.
<br />
<br />(I) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form attached
<br />hereto as Exhibit F, for all Items of Equipment subject to the Lease.
<br />
<br />(n) Lessee shall execute and deliver to Lessor a completed UCC-1, substantially in the form attached hereto as
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<br />Exhibit G.
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<br />18. EVENT OF DEFAULT. The occurrence of any of the following events (each of them, an "Event of Default") shall
<br />constitute a default under this Lease:
<br />
<br />(a) Failure of Lessee to pay any installment of rent or any other sum required by this Lease to be paid by
<br />Lessee within ten (10) consecutive calendar days after such payment first became due and Lessor is not required to give notice of
<br />default for its failure to receive rent.
<br />
<br />(b) Failure of Lessee to observe, perform or comply with any term, obligation, covenant or condition contained in
<br />this Lease or any Schedule (other than an obligation referred to in subparagraph (a) above) and the expiration of the applicable cure
<br />period, if any, with respect to that failure.
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<br />(c) Any attempted sale or encumbrance or any unpermitted sublease by Lessee of the Equipment or any Item of
<br />Equipment, or any unpermitted assignment by Lessee of this Lease.
<br />
<br />(d) The Equipment or any Item of Equipment shall become an accession of goods not subject to this Lease.
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<br />(e) Failure of Lessee to contest a levy, seizure, attachment, lien or encumbrance known to Lessee and asserted
<br />against the Equipment or any Item of Equipment.
<br />
<br />(n Failure to maintain any insurance required under Section 13 of this Lease.
<br />
<br />(g) Lessee ceases to do business as a going concern.
<br />
<br />(h) Lessee shall (i) be generally not paying its debts as they become due, (ii) admit Lessee's inability to pay
<br />Lessee's debts generally as they become due, (iii) be insolvent, either in that Lessee's liabilities exceed Lessee's assets or in that
<br />Lessee is unable to pay Lessee's debts as they become due, (iv) make a general assignment for the benefit of creditors, (v) file a
<br />petition in bankruptcy, or admit (by answer, default or otherwise) the material allegations of any petition in bankruptcy filed against it
<br />under the federal bankruptcy Laws (as in effect on the date of this Lease or as they may be amended from time to time), or under any
<br />other law for the relief of debtors or for the discharge, arrangement or compromise of debtors' debts, or (vi) consent to the appointment
<br />of a receiver, liquidator, assignee, custodian, trustee, sequester or other official with similar powers over Lessee or a substantial part of
<br />its assets.
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<br />(i) the dissolution, liquidation and/or termination of the Lessee.
<br />
<br />G) A petition shall be filed against Lessee in proceedings under the federal bankruptcy laws (as in effect at the
<br />date of the Lease, or as they be amended from time to time), or under any other laws for the relief of debtors or for the discharge,
<br />arrangement or compromise of debtors' debts, or any order shall be rendered by any court of competent jurisdiction appointing a
<br />receiver, trustee, or liquidator of Lessee or of all or part of Lessee's assets, and such petition or order is not dismissed or stayed as to
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