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SAMPLE
<br />Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any
<br />cancellation of such policy and will require that Lessor's interests remain insured regardless of any act,
<br />error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be
<br />primary without any right of contribution from insurance which may be maintained by Lessor.
<br />15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as
<br />there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than
<br />all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent
<br />Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the
<br />Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase
<br />conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
<br />Equipment "AS-IS, WHERE-IS," without representation or warranty by Lessor, express or implied, except
<br />for a representation that such Equipment is free and clear of any Liens created by Lessor.
<br />16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its
<br />Equipment, Lessee hereby represents and warrants to Lessor that:
<br />(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
<br />findings and actions of Lessee's governing body;
<br />(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and
<br />binding obligation of Lessee, enforceable in accordance with its terms;
<br />(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease
<br />complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all
<br />open meeting, public bidding and property acquisition laws) and all applicable judgments and court
<br />orders;
<br />(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not
<br />result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument
<br />to which Lessee is a party or by which Lessee's properties may be bound or affected;
<br />(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature
<br />which may have a material adverse effect on Lessee's ability to perform its obligations under the Lease;
<br />and
<br />(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code,
<br />and Lessee's obligation under the Lease constitutes an enforceable obligation issued on behalf of a state
<br />or a political subdivision thereof.
<br />17. TAX COVENANTS. Lessee hereby covenants and agrees that:
<br />(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the
<br />Code, as the same may be amended from time to time, and such compliance shall include, but not be
<br />limited to, keeping a complete and accurate record of any assignments of any Lease and executing and
<br />filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information
<br />statements reasonably requested by Lessor;
<br />(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
<br />to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
<br />(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act
<br />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 />(d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) reasonably determines,
<br />based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which
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