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<br />under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These
<br />obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for,
<br />any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from events
<br />occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which
<br />arise directly from the gross negligence or willful misconduct of Lessor.
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<br />14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an amount not
<br />less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be
<br />payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability and third party property damage
<br />insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage
<br />to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be
<br />payable first to Lessor as additional insured to the extent of its liability, and then to Lessee.
<br />14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of
<br />required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor
<br />at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's interests remain insured regardless
<br />of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any
<br />right of contribution from insurance which may be maintained by Lessor.
<br />15. PREPAYMENT OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of
<br />Default then existing, Lessee shall have the option to prepayment Lessee's obligations under a Lease on any Rent Payment due date by
<br />paying to Lessor all Rent Payments then due (including accrued interest, if any) for such Lease plus the Termination Value amount set
<br />forth on the Payment Schedule to such Lease for such date. Upon satisfaction by Lessee of such prepayment conditions, Lessor shall
<br />release its Lien on such Equipment and Lessee shall retain its title to such Equipment "AS -IS, WHERE -IS ", without representation or
<br />warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by
<br />Lessor.
<br />16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
<br />represents and warrants to Lessor that: (a) Lessee has full power, authority and legal right to execute and deliver the Lease and to
<br />perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's
<br />governing body; (b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
<br />Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of
<br />the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting,
<br />public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and
<br />performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any
<br />agreement, lease or other instrument to which Lessee is a party or by which Lessee's properties may be bound or affected; (e) there is
<br />no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a material adverse effect on
<br />Lessee's ability to perform its obligations under the Lease; and (f) Lessee is a state, or a political subdivision thereof, as referred to in
<br />Section 103 of the Code, and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a
<br />political subdivision thereof.
<br />17. TAX COVENANTS. Lessee hereby covenants and agrees that: (a) Lessee shall comply with all of the requirements of Section
<br />149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be
<br />limited to, executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements
<br />reasonably requested by Lessor; (b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
<br />allow, any Lease to be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity
<br />bond" within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or
<br />by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal
<br />income taxation purposes under the Code.
<br />18. ASSIGNMENT.
<br />18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of any Lease or any
<br />Equipment or any interest in any Lease or Equipment.
<br />18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a
<br />security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder (an
<br />"Assignee ") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST
<br />ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
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