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<br />AUG 6 '93 16:46
<br />
<br />FROM COMM LNDG-MUNICIPAL~2
<br />
<br />PHGE.004
<br />
<br />"at ~ will not cancel this Lease and this Lease shall not terminate
<br />; nder Ihe provisions of this Section if any fur Ie appropriated to
<br />t, or by tt, for the. acquisition, r9l9ntion or open..,Jn of the Equipment
<br />,r other equipment or services performing functions similar to the
<br />onctlons of Ihe. Equipment foe Ihe flSC8i period In which such termi-
<br />"lion would have otherwise occurred or for the next succeeding
<br />',scal perfod, and (i~ that ft will not during the Lease Term give priority
<br />n the application of funds to any other functionally similar equipment
<br />x to sGrvices pelforming functions similar to the functions of the
<br />~ quipment. This section will not be construed so as to permit
<br />'..eS$$8 t~. terminate tn's L.ease in order to purchase, lei:iS~, r~l'It 01 "
<br />,)therwise' acquire the use of any other equipment or services per"
<br />'orming functions $imilar to the functions of the Equipment.
<br />
<br />7. REPRESENTATIONS. COVENANTS AND WARAANllES.
<br />'-"SS99 r9pr9S9ntS, covenants and WllITllntll Ill'. nf IhA c1Il1A hAraof and
<br />rt all times during the Lease Term that: (i) Lessee is a state or a fully
<br />constiIuted porllical subdivision thereof, or ~s obligations hereunder
<br />Gonstitute obligations issued on behalf of a state or a polftical subdivi-
<br />3ion thereof, such that IIny interest derived under this Lease will
<br />",uallfy for exe'(l1plkin from Federal income taxes under section 103 of
<br />:he InlemaJ.RevenIJe COde,of 1986, as amended '(the 'Code"), and
<br />:hat ft will do or ciluse to be done all things necessary to preserve
<br />OJ'ldkeep in tun rQlCe lInd aItect (a) Its .."M.."".. ..,,0.1 (u) lIlis L~ase;
<br />:'~ the execuilon;:cisliwry' and performance by th.. Lsssee of this
<br />ease and all docUments 9JCeCuted in connection herew~h, Including,
<br />,'l1tnoUl IImrtilliorl, Sehedule A hereto and the Delivery anu A""eIJ-
<br />';mc~ t;enl!lClIle rtferred to iA Section .'l horrof (It". I ~.n."" tuuHllIH'
<br />v~h all such.documents $hall be collectively referred to herein as the
<br />'i. ease Documents") have been duly authorized by all necesS8JY
<br />,ction on the part of the Lessee; QIO the Leas.. Documel'\1S each
<br />:vnstiWte a lega~ valid and binding obligation of the LeQOee enforoe
<br />ble in ;lc::cordance wfth Iheir respectlve terms; Qv) no govemmental '
<br />orders, permissions, consents, approvals or authorizations are
<br />'Jquired to ,be obtalned and no regi$trations or declara~ons are
<br />'qulred to be me<! In connet:llur.-wIUrllle "",wvulR:.'l ~1d delivory of
<br />ne Lease LJocumernS; (v) Lessee has sulIlclenl apP'''pll..lI"". '"
<br />!ther funda lIvailable to pay all Lease Paymenls and other amounts
<br />Jue hereunder for the current fiscal period; (vi) the use of the Equip-
<br />'lent by Lessee is essential to and will be limned to the performance
<br />'y Lessee of one or more governmental funcllons of Lessee consis-
<br />"nt with the permiS$ibl. SCOpe of Le80ee'o authority; (vii) no portion
<br />'I the Equipment wl.ll !Je used directly or indirectly in any trade or
<br />'uslness carried on by'arry person <>III.., tll"" L....e..' ..'10.1 (.i'~ ,1':'
<br />,':'IliM cr the Equipment will be u:sed by an organizallon described
<br />, section 501 (c) (3) of Ihe Code and rIX) this Lease does not
<br />v, ",lilulu "" ",uilo_9'" (llJli(jAli011 within the mellning of ~ion 146 of
<br />"e Code and Is not federally guaranteed w~hin the meaning of
<br />,ectlon t49(b) of th.. Cod... t.esse9~ha"deliv..rtoLessoranopinlon
<br />)1 Lessee's counsel in form and substance as set forth in the form of
<br />-'pinion of counsel altachedheteto or otherwis.. acceptable to
<br />essor, dated the date of acceptance of the Equipment pursuanl to
<br />:ection 3 hereof. In the event that 1I question arises as to LesseEl'S
<br />]ualificllion at a poIfticaf iubcflVlsion, l.e.vP AQrppq In PYPr.lrtA ft
<br />XJWer of attorney authorizing l.es$ot' to make application to the
<br />llernal Revenue Servloe for a latter ruling with respect 10 the issue.
<br />
<br />8. TITLE TO EQUIPMENT: secuRITY INTEREST. Upon acces>-
<br />"nco 01 tho Equlpmont by LOf~ hArAlInc1Ar, IftlA to the Equipment
<br />'Iiil vest In Lessee subject to LeSSor's ~ghls under this Lease;
<br />:"evided, however, that (~ In the ..-ent of termination of this Lease
<br />:!Vr$vMt tQ Sectloo ~ hvreo!, 00 vpon the occurrence of an Event of
<br />Jefautt hereunder, and es long as such Event of oefau~ is continu-
<br />:"9, or Oil) in the tv.nt that the purchese option h;lo not been exer
<br />~';;,d p.'.o..to th" Elq);(AI,OI' Dale, tftl. will Immediately veSlln Lo...,or
<br />or as assignee without IIny action by LesseEl and Lessee shail
<br />immediately surrender possession of the Equlpmenllo Lessor or a.
<br />
<br />."....?". '~.....T_... Pf...........-..titiom:_NOThoIoUV(t
<br />
<br />assignee in the manner set forth in Section 5 hereof. In order to
<br />secure all of ~s obli! ns hereunder, Lessee hereby (Q grants to
<br />Lessor a fir$! and prio. ~ecurity interest in any and all righ~ title and
<br />interest of Lessee in the Equipment including but not limited to
<br />computer programs and computer documentation, ii any, relating to
<br />the Equipment and in ail addftions, attachments, accessions. and
<br />substitutions thereto, and on any proceeds therefrom, QQ agrees that
<br />this Lease may be filed as a financing statement evidencing such
<br />security interest, and (ilQ agrees to execute and deliver all financing
<br />statements, certificates of tftle and other instrumenfs in form satisfac.
<br />l,,,y 10 LaMc,' "ecessary or appropriate to evidence $ueh $ecurtty
<br />" interest.
<br />
<br />9. USE; REPAIRS. Lessee wiil use the Equipment in a careful
<br />manner for the use contemplated by th.. manufacturer of the Equip.
<br />ment Lessee shall comply wnh ilil IlIm. QrQinill1m, imvrlln<;v
<br />policies and regulations relating to the possession, use, operation or
<br />maintenance of the Equipment Lessee, at its expense, wlll keep the
<br />Equipment in good working order and repair and tumish all parts,
<br />mechanisms and devices required therefor, '
<br />
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<br />
<br />10. ALTERAllONS. Lessee will not make arl)' alterations, add~ions
<br />'or improvements to ,the Equipment without Lessor's prior written
<br />consent unle$$ such lliterBlions, additions Of improvement3 may be
<br />readily removed without damage to the Equipment
<br />
<br />11. LOCAilON; INSPECilON. The Equipmentwilt not be removed
<br />'1"01"1 01', il lhe Equipment con$i$t$ of rolling $I0<;:K, ft$ permanent base
<br />will not be changed from the Equipment Location wfthout Lesso~s
<br />prior written consent which will not be unreasonably wfthheld. Lessor
<br />will be entftled to enter upon the Equipment Location or elsewhere
<br />during ro:uonsble business hours to Insp9Ct the Equipment or
<br />observe Its use and operation,
<br />
<br />12. UENS,AND TAXES. Lessee shalt keep the Equipment freEl and
<br />clesr of slI levill9, lIen~ cnd onCiJmbranc~ C'Xccpl thoc.c cn~'..lIcd
<br />u,ld~,' thif, LeaM. Le$$ee snail ptrj, when due, 811 cherges and taxes
<br />(local, state and federaO which may now 0( hereafter be imposed
<br />upon the ownership. ieasing, rental. sale, purchase, possession or
<br />use of the Equipment, excluding however, all taxes on or measured
<br />by Lessor's in~ome, If Lessee fails to pay said charges. or \aJ(es
<br />when due, Lessor may, bl.>'\ need not, pay said charges or taxes and,
<br />In such evenl, Lessee shall reimburse Lessor therefor on demand,
<br />w~h interest at the meo<imum rate permitted by law from the d:lte of
<br />cuch p::lyment by Leeser to the date of reimbursement by Lossoo.
<br />
<br />111 AWJ{ OF I os...; rlllMAGE; DESTRuCTION. L9iSee iiiumoi
<br />all risk' of loss of or damage to the Equipment from any cause
<br />whatsoever, and no such loss or or damage to the Equipment nor
<br />dlllect therein nor unfitness or obsolesc..nce thereoi shall relieve
<br />Less.... of the obligation to make Leas.. Payments or to perform any
<br />other obligation under Ihis Lease. In the event of damage to any hem
<br />of Equipment, L..ssee will immediately place the sam.. in good repair
<br />with thll rrnr.eed:I of any insurllflce recovery OIPPliW 19 Ipe cost of
<br />such repair. If Lessor determines lhat any ~em of Equipment is lost,
<br />stolen, destroyed or damaged beyond repair. Lessee. at the option of
<br />Lessor, will efther (a) replace the same wfth like equipment in good
<br />, repair, or (b) on the next Lease Payment Date, pay Lessor: (i) all
<br />amo\lnt:;; IhAn nwAd by I.essee to Lessor under this L_;-incIuding
<br />the Lease payment due on such date, and (i~ an amount equal to the
<br />applicable Concluding payment set forth In Schedule A opposhe
<br />such Leese Payment Date. In the event that Lessee Is obligated to
<br />make such paymenl pursuant to subparagraph (b) above With
<br />respect 10 llliS than all of the Equipment, LfOL'Wlf wiR provide Lessee
<br />wilh tho pro r31.. ..mount of th.. Lease paymMlllnd th" roMnluding
<br />paymenlto be mad.. by Lessee wfth respect to the Equipment which
<br />has suffered the event of loss.
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