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by this Agreement if title to, or temporary use of, the Equipment or any part thereof shall be taken under exercise of the power of eminent
<br />domain.
<br />ARTICLE V. OPTION TO PREPAY
<br />Section 5.1. Oation to Preaay. Lessee shall have the option to prepay its obligations under any Lease in whole but not in part on any
<br />Payment Date for the then applicable Prepayment Price (which shall include a prepayment fee) as set forth in the related Payment Schedule,
<br />provided there has been no Non-Appropriation or Event of Default.
<br />Section 5.2. Eaercise of Oation. Lessee shall give notice to Lessor of its intention to exercise its option not less than thirty (30) days prior
<br />to the Payment Date on which the option will be exercised and shall pay to Lessor not later than such Payment Date an amount equal to all
<br />Rental Payments and any other amounts then due or past due under the related Lease (including the Rental Payment due on the Payment
<br />Date on wMch the option shall be effective and the applicable Prepayment Price set forth in the related Payment Schedule. In the event that
<br />all such amounts aze not received by Lessor on such Payment Date, such notice by Lessee of exercise its options to prepay of shall be void
<br />and the related Lease shall continue in full force and effect.
<br />Section 53. Release of Lessor's Interest. Upon receipt of the Prepayment 1?rice in good funds with respect to any Equipment Group, the
<br />Lease with respect to such Equipment Group shall temrinate and Lessee shall become entitled to such Equipment Group AS IS, WHERE
<br />IS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABII,ITY OR FI'T'NESS
<br />FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE, except that such Equipment
<br />Group shall not be subject to any lien or encumbrance created by or arising through Lessor.
<br />ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
<br />Section 61 Representations and Warranties of Lessee. Lessee represents and warrants as of the Agreement Date and as of each Lease
<br />Date as follows:
<br />(a) Lessee is a state or political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized and existing
<br />under the Constitution and laws of the State, and is authorized under the Constitution and laws of the State to enter into this Agreement,
<br />each Lease and the transactions contemplated hereby and thereby, and to perform all of its obligations under this Agreement and each
<br />Lease.
<br />(b) The execution and delivery of this Agreement and each Lease have been duly authorized by all necessary action of Lessee's
<br />governing body and such action is incompliance with all public bidding and other State and federal laws applicable to this Agreement, each
<br />Lease and the acquisition and financing of the Equipment by Lessee.
<br />(c) This Agreement and each Lease have been duly executed and delivered by and constitutes the valid and binding obligation of
<br />Lessee, enforceable against Lessee in accordance with their respective terms.
<br />(d) The execution, delivery and performance of this Agreement and each Lease by Lessee shall not (i) violate any State or federal law
<br />or local law or ordinance, or any order, writ, injunction, decree, or regulation of any court or other governmental agency or body applicable
<br />to Lessee, or (ii) conflict with or result in the breach or violation of any term or provision of, or constitute a default under; any note, bond,
<br />mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound.
<br />(e) There is no action, suit, proceeding, claim, inquiry or investigation, at law or inequity, before or by any court, regulatory agency,
<br />public boazd or body pending or, to the best of Lessee's knowledge, threatened against or affecting Lessee, challenging Lessee's authority
<br />to enter into this Agreement or any Lease or any other action wherein an unfavorable Wiling or finding would adversely affect the
<br />enforceability of this Agreement or any Lease.
<br />(f) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a
<br />party at any time during the past ten (10) yeazs has been temrinated by Lessee as a result of insufficient funds being appropriated in any
<br />Fiscal Yeaz. No event has occurred which would constitute an event of default under any debt, revenue bond or obligation which Lessee
<br />has issued during the past ten (10) years.
<br />(g) Lessee or Lessee's governing body has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to
<br />pay all Rental Payments during the current Fiscal Year, and such moneys will be applied in payment of all Rental Payments due and
<br />payable during such current Fiscal Year.
<br />(h) Lessee has an immediate need for, and expects to make immediate use of, the Equipment, which need is not temporary or
<br />expected to diminish during the applicable Lease Term. Lessee presently intends to continue each Lease hereunder for its entire Lease
<br />Term and to pay all Rental Payments relating thereto.
<br />Section 6.2. Covenants of Lessee. Lessee agrees that so long as any Rental Payments or other amounts due under this Agreement remain
<br />unpaid:
<br />(a) Lessee shall not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or
<br />regulation or in a manner contrary to that contemplated by this Ageement. Lessee shall obtain and maintain all pemrits and licenses
<br />necessary for the installation and operation of the Equipment. Lessee shall not, without the prior written consent of Lessor, affix or install
<br />any accessory equipment or device on any of the Equipment if such addition would change or impair the originally intended functions,
<br />value or use of such Equipment.
<br />(b) Lessee shall provide Lessor access at all reasonable times to examine and inspect the Equipment and provide Lessor with such
<br />access to the Equipment as may be reasonably necessary to perform maintenance on the Equipment in the event of failure by Lessee to
<br />perform its obligations hereunder.
<br />/IB2008:NBQ-ESC DOGrcv OIIOSstlc
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