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<br />LESSEE OR ANY OTHER PERSON OR ENTITY ARISING
<br />OUT Of OR IN COl'l'ECTION WITH TIlE USE OR PER.
<br />fORMANCE Of TilE EQUIPMENT AND TilE MAINTE.
<br />NANCE TIIEREOf.
<br />
<br />lessor hereby assigns to lessee during the Lease Term, so long
<br />as no Event or Default has occured hereunder and is continuing,
<br />all manufacturer's warranties. if any. expressed or implied with
<br />respect to the Equipment. and Lessor authorizes Lessee to
<br />obtain the customary services furnished in connection with
<br />sucb warranties at Lessee's expense.
<br />
<br />6. AUTHORITY AND AUTJ-IORIZAT10N. Lessee repre.
<br />sents, covenants and warrants and, as requested by Lessor. will
<br />deliver an opinion of counsel to the effect that:
<br />
<br />(i) Lessee is a Cully constituted political subdivision
<br />or agency of the state of the Equipment Location;
<br />
<br />(ii) the execution. delivery and performance by
<br />Lessecof this Lea!loe have been duly authorized by all
<br />necessary action on the part of Lessee; and
<br />
<br />(iii) this Lease constitutes a legal, valid and binding
<br />obligation of lessee enforceable in accordance with
<br />its terms.
<br />
<br />Lessee agrees that:
<br />
<br />(i) it has complied with all bidding requirements
<br />where necessary and by due notification presented
<br />this Lease for approval and adoption as a valid
<br />obligation on its part;
<br />
<br />(ii) it has sufficient appropriations or other funds
<br />available to pay all amounts due hereunder for the
<br />current fiscal period;
<br />
<br />(iii) it is an entity described in Section 103(c)(1) of
<br />the Internal Revenue Code of 1986, as amended;
<br />
<br />(iv) the obligation represented by this Lease docs
<br />not constitute a bond (L) which is issued to
<br />"advance refund" any other bond as that term is
<br />defined in Section 149(d)(5) of the Code or (2) a
<br />bond described in Section 149(d)(2),(3), or (4)
<br />of the Code;
<br />
<br />(v) The obligation of Lessee represented by this
<br />Lease is not "Federally Guaranteed" as that term is
<br />defined in Section 149(b)(2) of the Code;
<br />
<br />(vi) Lessee will do or cause to be done all things
<br />necessary to preserve its existence as an entity
<br />described in Section 103(c) of the Code;
<br />
<br />(vii) the obligation represented by this Lease does
<br />not constitute an "Arbitrage Bond" as that term is
<br />defined in Section 148(a) of the Code; and
<br />
<br />(viii) Lessee shall execute an "Information Return
<br />for Tax-Exempt (jo\lernmental Bond bsuelO",
<br />Form 8038-0 or 8038-GC; as preSCribed in Section
<br />149(e) of the Code.
<br />
<br />7. TITI.E. Upon acceptance of the Equipment by Lessee
<br />hereunder, title to the Equipment will vest in Lessee; however,
<br />(i) in the e\lent of termination of this tease by Lessee pursuant
<br />to Section 4 hereof; (ii) upon the occurrence of an Iivent of
<br />Default hereunder and as long as such Event of Default is
<br />continuing; or (iii) In the e\lent that the Purchase Option has
<br />not been eJlCrcised prior to the Expiration Date. title will
<br />
<br />immediately vest in Lessor or its assignee.
<br />
<br />8. SECURITY INTEREST. In order to secure all of its obli-
<br />gationshereunder. Lessee hereby: (i) grants to Lessora !intand
<br />prior security interest in any and all right, title and interest of
<br />Lessee in the Equipment and in al~additions, attachments,
<br />accessions and substitutions thereto, and on any proceeds
<br />therefrom; (ii) agrees thatthis Lease may be filed asa financing
<br />statement evidencing such security interest; and (iii) agrees to
<br />execute and deli\ler all financingstatemenls,certificatesoftitle
<br />and other instrument:r. necessary or appropriate toevidence such
<br />secuClty Interest.
<br />
<br />9. PERSONAL PROPERTY. The Equipment is and will
<br />remain personal property and will notbe deemed to be affixed to
<br />or a part of the real estate on which it may be situated, notwith-
<br />standing that the Equipment or aoy part thereof may be or
<br />hereinafter become in any manner physically affixed or attached
<br />to real eslate or any building thereon. If requested by Lessor.
<br />Lesseewill, at Lessee's expense, furnish a landlord or mortgage
<br />waiver with respect to the Equipment.
<br />
<br />10. USH; RHPAIRS. Lessee will use the Equipment in a
<br />careful manner for the use contemplated by the manufacturer
<br />for the Equipment and shall comply with all laws, ordinances,
<br />insurance policies and regulations relating to, and will pay all
<br />costS, claims, damages, fees and charges arising out of, its pos-
<br />session, use or maintenance. Lessee.at its expense, wilt keep the
<br />Equipment in good repair and furnish all parts, mecbanismsand
<br />devices required therefore. If the Equipment is such as is
<br />customarily cO\lered by a maintenance agreement, Lessee will
<br />furni~h lessorwith a maintenance agreement with a party satis.
<br />factory to Lessor.
<br />
<br />11. ALTERATIONS. Lessee will not make any alterations,
<br />additions or improvements to the Equipment without Lessor's
<br />prior written consent unless such alterations, additions or im-
<br />provements may be readily removed without damage to the
<br />Equipment.
<br />
<br />12. LOCATION; INSPECTION. The Equipmenl willnol be
<br />removed from or, if the Equipment consists of rolling stock, its
<br />permanent base will not be changed (rom the Equipment Loca-
<br />tion without Lessor's prior written consent. which will Dot be
<br />unreasonably witheld. Lessor will be entitled to enter upon the
<br />Equipment Location or elsewhere during reasonable business
<br />hours to inspect the Equipment or observe its use and opera-
<br />tion.
<br />
<br />13. LIENS AND TAXES. Lessee shall keep the Equipment
<br />free and clear of alllevies,liens and encumbrances except those
<br />created under this Agreement. Lessee shall pay, when due, all
<br />charges and taxes (local. state and federal) which may now or
<br />herein after be imposed upon the ownership, leasing, rental,
<br />sale, purcha~e, pos:ioession or use of the Equipment, excluding
<br />however all taxes on or measured by Lessor's income. l( Lessee
<br />Cails to pay said charges and taxes when due, Lessor shall have
<br />the right, bul shall not be obligated, to pay said charges and
<br />taxes. If Lessor pays any charges Of taxes for which Lessee is re-
<br />sponsible or liable under thi:ioAgreement, Lessee shall reimburse
<br />Lessor therefor.
<br />
<br />14. RISK OF LOSS; DAMAGI!; DI!STRUC'l'ION. Leooee
<br />assumes all risk of loss of or damage to the Equipmentfrom any
<br />cause whatsoever, and no such loss of or damage to the Equip-
<br />ment nor defect therein. nor unfitness or obsolescence thereof
<br />shall relieve I.essee of the obligation to make Lease Payments
<br />ortoperform any other obligation under this Lease. Intheevcnt
<br />of damage to any item of Equipment. l.essee will immediately
<br />place the same in good repair with the proceeds of any insur-
<br />ance reco\lery applied to the cost of such repair. If Les50r
<br />
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