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(c) Lessee shall not, duectly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, chazge, encumbrance or
<br />other claim with respect to the Equipment, other than the respective rights of Lessor and Lessee as herein provided. Lessee shall promptly,
<br />at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
<br />Lessee shall reimburse Lessor for any expense incutted by Lessor in order to discharge or remove any such claim
<br />(d) The person or entity in chazge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
<br />Payments to become due during such Fiscal Yeaz, and will use all reasonable and lawful means available to secure the appropriation of
<br />money for such Fiscal Yeaz sufficient to pay all Rental Payments coming due therein. Lessor acknowledges that appropriation for Rental
<br />Payments is a governmental function which Lessee cannot contractually commit itself in advance to perfomt Lessee acknowledges that
<br />this Agreement does not constitute such a commitment. However, Lessee reasonably believes that moneys in an amount sufficient to make
<br />all Rental Payments can and will lawfully be appropriated and made available to pemilt Lessee's continued utilization of the Equipment in
<br />the perfomrance of its essential functions during the applicable Lease Terms.
<br />(e) Lessee shall assure that its obligation to pay Rental Payments is not directly or indirectly secured by any interest in property, other
<br />than the Equipment, and that the Rental Payments will not be directly or indirectly secured by or derived from any payments of any type or
<br />any fund other than Lessee's general purpose fund.
<br />(f) Upon Lessor's request, Lessee shall provide Lessor with current financial statements, budgets, and proof of appropriation for the
<br />ensuing Fiscal Year and such other financial information relating to the ability of Lessee to continue this Agreement and each Lease as may
<br />be reasonably requested by Lessor.
<br />(g) Lessee shall promptly and duly execute and dehver to Lessor such further documents, instruments and assurances and take such
<br />further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
<br />establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
<br />Section 6 3 Tax Related Representations Warranties and Covenants.
<br />(a) Incorporation of Tax Agreement and Arbitrage Cerfifrcate. As of each Lease Date and with respect to each Lease, Lessee makes
<br />each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
<br />to such Lease. By this reference each such Tax Agreement and Arbitrage Certificate is incorporated in and made a part of this Agreement.
<br />(b) Event of Taxability. If Lessor either (i) receives notice, in any fomt, from the Internal Revenue Service or (ii) reasonably
<br />determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
<br />Lease from its Federal gross income (each an "Event of Taxability"), the Lessee shall pay to Lessor upon demand (x) an amount which,
<br />with respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all
<br />federal, state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after-tax yield (assuming
<br />tax at the highest mazginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after-tax yield
<br />rate) on the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each
<br />succeeding Payment Date such amount as will maintain such after-tax yield to Lessor.
<br />ARTICLE VII. INSURANCE AND RISK OF LOSS
<br />Section 7.1. Liability and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during each
<br />Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way connected to
<br />the Equipment sufficient to protect Lessor and/or assigns from liability in all events, with a coverage of not less than $1,000,000 per
<br />occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazazds as Lessor may require,
<br />including, but not limited to, all-risk casualty and property insurance, in an amount equal to the greater of the full replacement cost of the
<br />Equipment or the applicable Prepayment Price of each Equipment Group.
<br />Section 7 2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering
<br />all employees on, in, neaz or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
<br />throughout the Lease Term.
<br />Section 7.3. Insurance Requirements.
<br />(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
<br />acceptable to Lessor and shall contahr a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
<br />notice to the insured parties. No insurance shall be subject to any co-insurance clause. Each insurance policy shall name Lessor and/or its
<br />assigns as an additional insured party and loss payee regazdless of any breach of warranty or other act or omission of Lessee and shall
<br />include a lender's loss payable endorsement for the benefit of Lessor and/or its assigns. Prior to the delivery of Equipment, Lessee shall
<br />deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior w the expiration thereof, shall provide Lessor evidence of
<br />all renewals or replacements thereof.
<br />(b) Self Insurance. With Lessor's prior consent, Lessee may self-insure the Equipment by means of an adequate insurance fund set
<br />aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in form acceptable to Lessor.
<br />(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
<br />with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
<br />insurance in the form of Exhibit G-1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self-
<br />Insurance and Addendum to Equipment Schedule Relating to Self-Insurance in the form of Exhibit G-2 attached hereto, as applicable.
<br />Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
<br />and liabflities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
<br />death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees
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