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Equipment or the purchase, delivery, ownership, leasing, use, possession or return thereof. If Lessee shall fail to pay any
<br />such taxes, fees, assessments, charges or other duties when due, Lessor may, but is not obligated to, pay such amounts.
<br />Lessee shall promptly reimburse Lessor for any and all such amounts paid by Lessor, and the failure of Lessee to
<br />reimburse Lessor promptly shall constitute an Event of Default hereunder.
<br />(c) Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances.
<br />(d) Within fifteen (15) days of availability, and in any event within one hundred eighty (180) days after
<br />the end of each fiscal year, Lessee shall furnish to Lessor a balance sheet of Lessee and the related statement of changes
<br />in net assets and schedule of revenues, expenditures and changes in fund balance, showing sources and uses of income
<br />for such fiscal year, all in reasonable detail and stating in comparative form the figures as of the end of the fiscal year
<br />and for the previous corresponding period. If requested by Lessor, such financial statements shall be audited, or
<br />certified by an independent certified public accountant satisfactory to Lessor, accompanied by an opinion (in form and
<br />substance satisfactory to Lessor) of such public accountant, and must be signed by an appropriately authorized official of
<br />Lessee.
<br />16. REPRESENTATIONS AND WARRANTIES OF THE LESSEE. The Lessee represents and warrants as
<br />follows:
<br />(a) Lessee is a public body, corporate and politic, duly organized and existing under the constitution
<br />and the laws of the State of Texas.
<br />(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and
<br />effect its existence as a body corporate and politic.
<br />(c) Lessee is authorized under the constitution and taws of the State of Texas to enter into this Lease
<br />and the transactions described herein, and to perform all of its obligations hereunder.
<br />(d) Lessee has been duly authorized to execute and deliver this Lease under the terms and
<br />provisions of the resolution of its governing body, by appropriate official approval, and further represents, covenants and
<br />warrants that all requirements have been met and procedures have occurred in order to insure the enforceability of this
<br />Lease, and Lessee has complied with such public bidding requirements as may be applicable to this Lease and the
<br />acquisition by Lessee of the equipment hereunder. Lessee shall cause to be executed and delivered to Lessor the
<br />incumbency Certificate, substantially in the form attached hereto as Exhibit "A" and an opinion of counsel substantially in
<br />the form attached hereto as Exhibit "B ".
<br />(e) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of
<br />performing one or more governmental or proprietary functions of the Lessee consistent with the permissible scope of
<br />Lessee's authority and will not be used in atrade or business of any person or entity other than the Lessee.
<br />(f) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of
<br />the Initial Term and all Renewal Terms.
<br />(g) The Lease has been duly authorized, executed and delivered by the Lessee and is a legal, valid
<br />and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms, subject to bankruptcy,
<br />insolvency, reorganization, moratorium, principles of governmental immunity of political subdivisions and other similar laws
<br />and principles of equity, as well as the exercise of judicial discretion, relating to or affecting the enforcement of creditors'
<br />rights.
<br />(h) The Lessee's execution and delivery of this Lease and the performance of its obligations hereunder
<br />will not be inconsistent with the Lessee's enabling legislation, do not and will not contravene any law, governmental rule or
<br />regulation, judgment or order applicable to the Lessee, and do not and will not contravene any provisions of, or constitute
<br />a default under, any indenture, mortgage, contract or other instrument to which the Lessee is a party or by which it is
<br />bound.
<br />(i) Neither the consent of or approval of, nor the giving of notice to, registration with or taking of any
<br />action with respect of or by, any federal, state or local governmental agency or instrumentalities required with respect to
<br />the Lessee's execution, delivery and performance of this Lease.
<br />(j) Lessee shall execute and deliver to Lessor, if applicable, the rider for $10,000,000 Small Issuer,
<br />substantially in the form attached hereto as Exhibit "C ".
<br />(k) Lessee shall cause the Form 8038 -G to be timely filed with the Internal Revenue Service. An
<br />example of Form 8038 -G, and the instructions therefor, are attached hereto as Exhibit "D ".
<br />(1) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form
<br />attached hereto as Exhibit "E ", for all Items of Equipment subject to the Lease.
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