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condition, operation, rejection, or return and the recovery of claims under insurance policies thereon, regardless of where, how and
<br />by whom operated; or (ii) any failure on the part of Lessee to accept the Equipment or otherwise to perform r comply with any
<br />conditions of this Lease. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the
<br />full payment of all obligations under this Lease or the termination of the Lease Term for any reason. This shall confirm that Lessee
<br />is an independent contractor and that nothing contained herein shall authorize Lessee or any other person to operate any item of
<br />Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor. Notwithstanding anything herein to the
<br />contrary, any indemnity amount payable by Lessee pursuant to this Paragraph 21 shall be payable sole from Legally Available Funds
<br />and only to the extent authorized by law.
<br />22. ASSIGNMENT. A. No Sale or Assignment or Other Disposition by Lessee. Lessee will not either (i) assign, transfer, pledge,
<br />hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the
<br />Equipment, or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees, or(iii)
<br />enter into any contract or agreement with respect to the use and operation of any of the Equipment by any person other than Lessee,
<br />without Lessor's prior written consent in each instance. Notwithstanding any consent by Lessor to any such assignment, transfer, etc.,
<br />Lessee shall at all times remain liable,for the performance of the covenants and conditions on its part to be performed. B. Assignment
<br />by Lessor. Lessor may assign its rightsstitle and interest in and to this Lease and the Equipment, in whole or in part and Lessee's
<br />rights will be subordinated thereto. Any such assigns shall have all of the rights of lessor under this Lease, including but not limited
<br />to the right to receive Rental Payments, exercise Lessor's rights and remedies under Paragraph 25 hereof, receive tax indemnity
<br />payments, and all other rights and remedies hereunder. Subject to the foregoing, this Lease inures to the benefit of and is binding
<br />upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert
<br />against the assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have
<br />against lessor. Upon assignment of Lessor's interests herein, Lessor will cause written notice of such assignment to be sent to Lessee
<br />which will be sufficient if it discloses the name of the assignee and address to which future payments hereunder should be made.
<br />Lessee agrees to keep a book entry system showing the names and addresses of the assignees so as to comply with section 149(a)
<br />of the Code. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such
<br />assignments in writing if so requested.
<br />23. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to and agrees with Lessor
<br />that:
<br />(a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code, or that
<br />Lessee's obligation under this Lease constitutes an obligation issued on behalf of a state or a political subdivision thereof, such that
<br />any interest derived under this Lease will qualify for exemption from federal income taxes under Section 103 of the Code.
<br />(b) Lessee has 'the power and authority under applicable law to enter into the transactions contemplated by this Lease and
<br />has been duly authorized to execute and deliver this Lease and to carry out its obligations hereunder. Attached hereto as Exhibit F
<br />is a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing
<br />Lessee to execute and deliver this Lease (which is not in contravention of any municipal, county, or state regulation, ordinance, statute,
<br />rule, or other governmental provision). Attached hereto as Exhibit G is a full, true and correct copy of an Incumbency Certificate
<br />relating to the authority of 1:he officers who have executed and delivered this Lease on behalf of Lessee, and attached hereto as exhibit
<br />H is a full, true and correct copy of an opinion of Lessee's legal counsel regarding the legal, valid and binding nature of this Lease
<br />on Lessee and certain other related matters.
<br />(c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease,
<br />and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this
<br />Lease.
<br />(d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way
<br />limits, restricts or prevents Lessee from entering into this Lease or performing any of its obligations hereunder, except to the extent
<br />that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally.
<br />(e) There is no action, suit, proceeding, inquiry .or investigation, at law or in equity before or by any court, public
<br />board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis
<br />therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this
<br />Lease or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in the consummation
<br />of the transactions contemplated by this Lease. All authorizations, consents and approvals of governmental bodies or agencies required
<br />in connection with the execution and delivery by Lessee of this Lease or in connection with the carrying out by Lessee of its
<br />obligations hereunder have been obtained.
<br />(t) The payment of the Rental Payments or any portion thereof constitutes a valid deferred payment obligation and
<br />is not (under the ternis of this Lease or any underlying arrangement) directly or indirectly (i) secured by any interest in property used
<br />or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such
<br />property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money,
<br />used or to be used in any activity carried on by any person other than a state or local governmental unit. No portion of the Purchase
<br />Price for the Equipment will be used, directly or indirectly, to make or finance loans to any person other that Lessee. Lessee has not
<br />entered into any management or other service contract with respect to the use and operation of the Equipment.
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