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equipment hereunder. Lessee shall cause to be executed and delivered to Lessor the incumbency
<br />Certificate, substantially in the form attached hereto as Exhibit "A" and an opinion of counsel
<br />substantially in the form attached hereto as Exhibit "B ".
<br />(e) During the term of this Lease, the Equipment will be used by Lessee only for
<br />the purpose of performing one or more governmental or proprietary functions of the Lessee consistent
<br />with the permissible scope of Lessee's authority and will not be used in a trade or business of any
<br />person or entity other than the Lessee.
<br />(f) The Equipment will have a useful life in the hands of the Lessee that is
<br />substantially in excess of the Initial Term and all Renewal Terms.
<br />(g) The Lease has been duly authorized, executed and delivered by the Lessee
<br />and is a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance
<br />with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, principles of
<br />governmental immunity of political subdivisions and other similar laws and principles of equity, as well
<br />as the exercise of judicial discretion, relating to or affecting the enforcement of creditors' rights.
<br />(h) The Lessee's execution and delivery of this Lease and the performance of its
<br />obligations hereunder will not be inconsistent with the Lessee's enabling legislation, do not and will not
<br />contravene any law, governmental rule or regulation, judgment or order applicable to the Lessee, and
<br />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 />(i) Neither the consent of or approval of, nor the giving of notice to, registration
<br />with or taking of any action with respect of or by, any federal, state or local governmental agency or
<br />instrumentalities required with respect to the Lessee's execution, delivery and performance of this
<br />Lease.
<br />(j) Lessee shall execute and deliver to Lessor, if applicable, the rider for
<br />$10,000,000 Small Issuer, 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
<br />Revenue Service. An example of Form 8038 -G, and the instructions therefor, are attached hereto as
<br />Exhibit "D ".
<br />(1) Lessee shall execute and deliver to Lessor the Acceptance Certificate,
<br />substantially in the form attached hereto as Exhibit "E ", for all Items of Equipment subject to the
<br />Lease.
<br />(m) The Lessee covenants to take any action necessary to assure, or to refrain from
<br />any action which would adversely affect, the treatment of Lessee's obligations to make rent payments
<br />pursuant to this Lease as obligations described in section 103 of the Internal Revenue Code of 1986, as
<br />amended (the "Code "), the interest component of which (the "Tax- Exempt Interest Component ") is not
<br />includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance
<br />thereof, the Lessee covenants as follows:
<br />(1) to take any action to assure that no more than ten percent (10 %) of the proceeds of this Lease or
<br />the property financed herewith (less amounts deposited to a reserve fund, if any) are used for
<br />any "private business use," as defined in section 141(b)(6) of the Code or, if more than ten
<br />percent (10 %) of such proceeds or such property financed therewith are so used, such amounts,
<br />whether or not received by the Lessee, with respect to such private business use, do not, under
<br />the terms of this Lease or any underlying arrangement, directly or indirectly, secure or provide for
<br />the payment of more than ten percent (10 %) of the rent payments due hereunder, in
<br />contravention of section 141(b)(2) of the Code;
<br />(2) to take any action to assure that in the event that the "private business use" described in
<br />subsection (1) hereof exceeds five percent (5 %) of the proceeds of this Lease or the property
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