“Rental Payments” means the basic rental payments payable by Lessee pursuant to Section 9.
“State” means the State of New Hampshire.
“Vendor” means the manufacturer of the Equipment as wellas the agents or dealers of the m anufacturer
from whom the Equipment is or has been purchased, as listed on Exhibit A.
Section 2. Representations and Covenants of Lessee. Lessee represents, warrants and covenants for
the benefit of Lessor as follows:
(a) Lesseeisa political subdivision duly organized and existing under the constitution and laws of the
State. Lessee will do or cause to be done all things to preserve and keep in full force and effect its
existence asa political subdivision. Lessee has a substantial amount of one or more of the following
sovereign powers: (i) the power to tax, (ii) the power of eminent domain, and (iii) police power.
(b) Lesseeis authorized under the constitution and laws of the State to enter into this Agreement and the
transaction contemplated hereby and to perform all of its obligations hereunder.
(c) Lessee has been duly authorized to execute and deliver this Agreement by proper action and approval
of its governing body at a meeting duly called, regularly convened and attended throughout by a requisite
majority of the members thereof or by other appropriate official approval.
(d) This Agreement constitutes the legal, valid and binding obligation of Lessee enforceable in accordance
with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other
laws affecting creditors’ rights generally.
(e) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default exists at the Commencement Date.
(f) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current fiscal year to make the Rental Payments scheduled to come due during the Original
Term and to meet its other obligations for the Original Term, and such funds have not been expended for
other purposes.
(g) Lessee has complied with such public bidding requirements as may be applicable to this Agreement
and the acquisition by Lessee of the Equipment hereunder.
(h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, pending or threatened against or affecting Lessee, nor to the best knowledge of
Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially
adversely affect the transactions contemplated by this Agreement or any other document, agreement or
certificate which is used or contemplated for use in the consummation of the transactions contemplated
by this Agreement or materially adversely affect the financial condition or properties of Lessee.
(i) All authorizations, consents and approvals of governmental bodies or agencies requiredin connection
with the execution and delivery by Lessee of this Agreement or in connection with the carrying out by
Lessee of its obligations hereunder have been obtained.
(jj) The entering into and performance of this Agreement or any other document or agreement
contemplated hereby to which Lessee is or is to be a party will not violate any judgment, order, law or
regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the
creation of any lien, charge, security interest or other encumbrance on any assets of Lessee or the
Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument to which Lessee is a party or by which it or its assets may be bound, except as herein
provided.
(k) The Equipment de scribedin this Agreement is essential to the function of Lessee or to the service
Lessee provides to its citizens. Lessee has an immediate need for, and expects to make immediate use of,
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