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repossession of the Equipment, and Lessee will remain liable for covenants and indemnities under this Agreement and any Leases
<br />hereunder. No remedy conferred upon or reserved to Lessor by this Section is intended to be exclusive and every such remedy shall be
<br />cumulative and shall be in addition to every other remedy given under this Agreement. No delay or omission to exercise any right or
<br />power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right and
<br />power may be exercised from time to time and as often as may be deemed expedient by Lessor.
<br />Section 21. REPRESENTATIONS, COVENANTS AND WARRANTIES. At the time of Lessee's execution and delivery of a
<br />Schedule and related Lease documents, Lessee represents, covenants and warrants as follows, for the benefit of Lessor (all such
<br />representations and warranties being continuing in nature and surviving the termination of any Lease): (a) Lessee is an instrumentality,
<br />duly organized and existing under the constitution and laws of the State; (b) Lessee has the requisite power and authority, including
<br />authority under the constitution and laws of the State, to purchase the Equipment, to execute and deliver this Agreement and each Lease,
<br />to enter into the transactions contemplated hereby and thereby, and to perform its obligations under this Agreement and each Lease; (c)
<br />this Agreement, each Lease and the other documents either attached thereto or required therein have been duly authorized, approved
<br />and executed by and on behalf of Lessee, such action approving this Agreement and each Lease and authorizing their execution has not
<br />been altered or rescinded, the legislative authorization approving the execution of this Agreement and each Lease continues to be in full
<br />force and effect at the time of authorization; (d) all requirements have been met and procedures have occurred to ensure the enforceability
<br />of this Agreement and each Lease against Lessee (including, without limitation, the execution of this Agreement and each Lease by
<br />authorized officials), and this Agreement and each Lease are valid and binding obligations of Lessee enforceable in accordance with
<br />their terms; (e) neither Lessee nor any person acting on its behalf has directly or indirectly offered, sold, solicited any offers to buy, or
<br />otherwise approached or negotiated with any person regarding the offer, sale or other disposition of any interest in the Equipment, or
<br />any indebtedness secured by the Equipment, so as to require registration in accordance with the provisions of Federal or state securities
<br />laws, and neither Lessee nor any person acting on its behalf will take any such action in the future; (f) there is no proceeding pending or
<br />threatened in any court or before an governmental authority or arbitration board or tribunal that, if adversely determined, would adversely
<br />affect the transactions contemplated by this Agreement or any Lease hereunder, the security interest of Lessor or its assigns, as the case
<br />may be, in the Equipment, or the exclusion of interest from gross income for federal tax purposes under the Code; (g) this Agreement
<br />and each Lease are in accordance with and do not violate the usury laws of the State; (h) no event or condition that constitutes, or with
<br />the giving of notice or the lapse of time would constitute, an Event of Default exists at this time; (i) all insurance required in accordance
<br />with this Agreement is currently maintained by Lessee; 0) Lessee owns [or leases], and will continue to maintain, the real estate and
<br />facilities where the Equipment will be located free and clear of any Liens during the Lease Term; (k) this Agreement and each Lease,
<br />are based on facts and circumstances in existence as of the effective date of each; and (1) the Equipment is personal property and neither
<br />real property nor a fixture.
<br />Section 22. NOTICES. All notices, certificates, or other communications to be given under this Agreement shall be made in writing
<br />and mailed by certified mail, return receipt requested, and postage fully prepaid, to the other party at its address set forth herein or at
<br />such address as the party may provide in writing from time to time, and shall be sufficiently given and shall be deemed given when
<br />delivered in the manner designated herein.
<br />Section 23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not
<br />intended to define, limit or describe the scope or intent of any provisions of this Agreement.
<br />Section 24. GOVERNING LAW. This Agreement and each Lease shall be construed in accordance with, and governed by the laws
<br />the State.
<br />Section 25. DELIVERY OF RELATED DOCUMENTS. Lessor and Lessee will execute or provide, as requested by either party,
<br />such other documents and information as are reasonably necessary with respect to the transactions contemplated by this Agreement or
<br />any Lease. Lessee will furnish Lessor (a) annual financial statements of Lessee within thirty (30) days after such annual financial
<br />statements are released by Lessee, and (b) at the request of Lessor from time to time, such other financial information about Lessee as
<br />may be then publicly available.
<br />Section 26. ENTIRE AGREEMENT, WAIVER AND COUNTERPARTS. This Agreement and other documents or instruments
<br />executed by Lessee and Lessor in connection herewith, constitute the entire agreement between the parties hereto with respect to the
<br />lease of the Equipment, supersede all prior and contemporaneous writings, understandings, agreements, solicitation documents and
<br />representations, express or implied, and shall be modified, amended, altered, or changed only by written documents duly authorized,
<br />executed and delivered by Lessor and Lessee. Any provision of this Agreement or any Lease found to be prohibited by law shall be
<br />ineffective to the extent of such prohibition without invalidating any other provision hereof. The waiver by Lessor of any breach by
<br />Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. This Agreement may
<br />be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the
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