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attorney -in -fact to assert against Manufacturer whatever claims and rights arising out of, its interest, if any, in all Manufacturer's
<br />warranties, guarantees, and patent indemnity protections, express or implied, issued on or applicable to the Equipment, and Lessor
<br />authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole
<br />remedy for the breach of such warranties shall be against the Manufacturer (or, to the extent applicable, other party responsible for
<br />assembling, contacting, or transporting the Equipment, whether directly or indirectly), and not against Lessor, nor shall such matter have
<br />any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and
<br />timely payments hereunder.
<br />Section 7. FEDERAL TAX REPRESENTATIONS AND COVENANTS. At the time of Lessee's execution and delivery of a
<br />Schedule and related Lease documents, Lessee represents, covenants, and warrants to Lessor (all such representations and warranties
<br />being continuing in nature and surviving the termination of any Lease) that: (a) Lessee will do or cause to be done all things necessary
<br />to preserve and keep this Agreement and each Lease in full force and effect; (b) Lessee is a state or political subdivision as such terms
<br />are used in Section 103 of the Code; (c) Lessee will ensure, by pursuing all legal affirmative actions or by refraining from acting, and
<br />causing its officers, employees, and agents to take all legal affirmative actions to ensure, that the interest portion of the Lease Payments
<br />is not included in the gross income of the recipient for federal income tax purposes and Lessee will take such other actions as may be
<br />necessary so that this Agreement and each Lease will not constitute obligations so that the interest on which is subject to federal income
<br />taxation as "arbitrage bonds" under Sections 103(b)(2) and 148 of the Code and the Regulations; (d) no portion of the principal or
<br />interest payment of any Lease is directly or indirectly (i) secured by any interest in property used or to be used for a private business
<br />purpose or by payments in respect of such property, or (ii) derived or to be derived from payments (whether or not to Lessee) in respect
<br />of property or borrowed money used or to be used for a private business purpose; (e) Lessee will execute all informational filings
<br />required under the Code so as to preserve the tax-exempt qualification of Lessee's obligations to Lessor and its assigns under the Lease,
<br />and in the event that Lessee's failure or refusal to execute the required information filings results in or would result in the inability to
<br />exclude from gross income for federal tax purposes the interest paid on Lessee's obligations under the Lease to Lessor or its assigns,
<br />then Lessor may demand that Lessee cure the loss by a subsequent riling and Lessee shall pay to Lessor an amount equal to the loss
<br />occasioned by Lessor's inability to exclude the interest payable under this Agreement and any Leases hereunder from gross income for
<br />Federal income tax purposes; (f) Lessor's yield with respect to each Lease is dependent upon the full amount of each interest component
<br />of each Lease Payment being excluded from Lessor's income pursuant to the Code, and accordingly, if at any time, as a result of a
<br />determination that Lessee has breached a representation or covenant contained herein or a component of any Lease Payment is, in the
<br />opinion of counsel for Lessor, subject to or affected by any income, preference, excess profits, minimum or other federal tax, Lessee
<br />shall pay, as additional interest, an amount which is necessary to provide to Lessor the same net income as Lessor would have received
<br />but for such event, which amount shall be calculated by Lessor and be binding upon Lessee in the absence of manifest error; (g) to the
<br />best of Lessee's knowledge, information and belief: (i) the Equipment has been ordered or is expected to be ordered and is expected to
<br />be delivered, and the Manufacturer has been fully paid on the Lease Commencement Date, and the estimated total cost of the Equipment
<br />will not be less than the total principal amount of the Lease Payments, (ii) Lessee has not created or established, and does not expect to
<br />create or establish, any sinking fund, reserve fund or other similar fund that is reasonably expected to be used to pay the Lease Payments
<br />or that may be used solely to prevent a default in the payment of the Lease Payments, and (iii) the Equipment has not been and is not
<br />expected to be sold or otherwise disposed of by Lessee, either in whole or in part, prior to the last maturity of the Lease Payments; and
<br />(h) Lessee will have the sole use and possession of the Equipment, which Lessee shall use only for the purpose of performing essential
<br />governmental uses and public functions consistent with the permissible scope of Lessee's authority, and further, the Equipment shall not
<br />be used in any trade or business carried on by any person other than a governmental unit.
<br />Section 8. TITLE. Upon acceptance of the Equipment by Lessee under a Lease and for the Lease Term, title to the Equipment will
<br />vest in Lessee, subject to the rights of the Lessor under this Agreement, and Lessee shall take all actions necessary to vest such title and
<br />ownership in Lessee. For federal income tax purposes, and State ad valorem tax purposes and any other purpose for which Taxes are levied
<br />(other than those based on the net income of Lessor), and for purposes of the Uniform Commercial Code, Lessor and Lessee shall treat any
<br />Lease as a conditional sales agreement, and accordingly, full unencumbered title and ownership (including legal and equitable title, as well
<br />as beneficial enjoyment, possession, and use) to the Equipment shall pass to Lessee without Lessor having any further or continuing rights in
<br />such Equipment without any further act or notice on its part, upon the payment in full of all Lease Payments and other payments required
<br />under such Lease for the Lease Term by the Lessee, as they shall have come due in accordance with the applicable Schedule, so long as there
<br />shall be no Event of Default in existence at such time; and further, upon payment in full of all such Lease Payments and other amounts due
<br />and payable under a Lease, Lessee shall be deemed to have exercised its option to purchase the Equipment including all additions,
<br />modifications, repairs, replacements, and substitutions to such Equipment. If, however, prior to the payment of all such Lease Payments and
<br />other amounts due and payable under a Lease, full unencumbered title and ownership (including legal and equitable title, as well as
<br />beneficial enjoyment, possession, and use) to the Equipment shall immediately, permanently, and unconditionally, without any action
<br />by Lessee, reside, rest, settle, vest with, and to the extent applicable, pass or transfer to Lessor, and Lessee will immediately surrender
<br />possession of the Equipment to Lessor (subject to any express rights or grace periods set forth in this Agreement), upon any of the
<br />following events: (a) in the event of termination of a Lease by Lessee pursuant to Subsection 2.1 or Section 5 hereof; (b) upon the
<br />occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (c) in the event that the purchase
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