substantially all the Equipment, which needis not temporary or expected to diminish in the foreseeable
future. The Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s
governmental or proprietary functions consistent with the permissible scope of Lessee’s authority.
(l) Neither the payment of the Rental Payments hereunder nor any portion thereof is (i) secured by any
interestin property used or to be usedin a trade or business of a non-exempt person (within the meaning
of Section 103 of the Code) or in payments in respect of such property or (ii) derived from payments in
respect of property, or borrowed money, used or to be used in a trade or business of a non-exempt person
(within the meaning of Section 103 of the Code). No portion of the Equipment will be used directly or
indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section
103 of the Code).
(m)Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103
and 148 thereof, and the applicable regulations of the Treasury Department to maintain the exclusion of
the interest components of Rental Payments from grossincome for purposes of federal income taxation.
(n) Lessee will use the proceeds of this Agreement as soon as practicable and with all reasonable dispatch
for the purpose for which this Agreement has been entered into. No part of the proceeds of this
Agreement willbe investedin any securities, obligations or other investments or used, at any time,
directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of
execution and delivery of this Agreement, would have caused any portion of this Agreement to be or
become an “arbitrage bond’ within the meaning of Section 103(b)(2) or Section 148 of the Code and the
applicable regulations of the Treasury Department.
(o) Lessee has never failed to pay payments coming due under any bondissue, lease purchase agreement
or other indebtedness obligation of Lessee.
(p) The useful life of the Equipment will not be less than the Maximum Lease Term.
(q) The application, statements and credit or financial information submitted by Lessee to Lessor are true
and correct and made to induce Lessor to enter into this Agreement and the escrow agreement, if any, and
Lessee has experienced no material change in its financial condition since the date(s) of such information.
(r) Lessee has provided Lessor with audited financial statements through June 30, 2019. Lessee has
experienced no material change in its financial condition or in the revenues expected to be utilized to meet
Rental Payments due under this Agreement since June 30, 2019.
(s) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment under this
Agreement over the amount de posited by Lessor in the escrow fund, if any, established under any related
escrow agreement and interest earnings thereon.
(s) Lesseeis the fee owner of the real estate where the Equipmentis and will be located andhas good and
marketable title thereto, and there exists no mortgage, pledge, lien, security interest, charge or other
encumbrance of any nature whatsoever on or with respect to such real estate. The Equipment is nota
replacement, repair, substitution or proceeds of any equipment or personal property subject to a prior lien
or security interest of a third party.
Section 3. Certification as to Arbitrage. Lessee hereby represents as follows:
(a) The estimated total costs of the Equipment, together with any costs of entering into this Agreement
that are expected to be financed under this Agreement, will not be less than the total principal portion of
the Rental Payments.
(b) The Equipment has been ordered or is expected to be ordered within six months of the
Commencement Date, andthe Equipmentis expected to be delivered andinstalled, andthe Vendor fully
paid, within eighteen months of the Commencement Date.
