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or provision � f, , r _ r. r. * e : ; ; ; ;t order . or result ;n the creation of any lien, charge, security
<br />interest or other encumbrance on
<br /> any assets of the Lessee or the Equipment pursuant to any note, bond, mortgage, indenture , agreement, deed of trust, bank
<br /> loan or
<br /> credit agreement, lease or other obligation to which Lessee is a party or by which it or its assets may be bound,
<br /> except as herein
<br /> provided ; (vii) in authorizing and executing this Lease, Lessee has complied with all open meeting laws, public bidding requirements
<br /> and other laws applicable to this Lease and the acquisition by Lessee of the Equipment; (viii) Lessee has, in accordance
<br /> with the
<br /> requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year of the Lessee to make
<br />the Lease
<br /> Payments scheduled to come due during such fiscal year, and such funds have not been expended for other purposes
<br />; ( ix) the
<br /> Equipment is essential to the function of the Lessee or to the service Lessee provides to its citizens and the Lessee has an immediate
<br /> need for, and expects to make immediate use of, substantially all of the Equipment, which need is not temporary or
<br /> expected to
<br /> diminish in the foreseeable future ; (x) no lease, rental agreement or contract for purchase to which Lessee has been a party
<br /> at any
<br /> time during the last five years , has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal
<br /> year;
<br /> (xi) the Equipment will be used by Lessee only for the purpose of performing one or more of Lessee ' s governmental or proprietary
<br /> functions consistent with the permissible scope of Lessee ' s authority; (xii) there is no action, suit, proceeding, inquiry or investigation,
<br /> at law or in equity, before or by any court, public board or body, pending or threatened against or affecting the Lessee, nor
<br />to the best
<br /> knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect
<br /> the transactions contemplated by this Lease or any other document, agreement or certificate which is used or contemplated for use in the
<br /> consummation of the transactions contemplated by this Lease; and (xiii) no event or condition that constitutes, or with the
<br />giving of
<br /> notice or the lapse of time or both would constitute, an Event of Default, exists at the Commencement Date .
<br /> Lessee shall dciiver to Lessor an opinion of Lessee's counsel in form and substance attached hereto or as otherwise acceptable
<br />to
<br /> Lessor.
<br /> 8. TITLE TO EQUIPMENT. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in
<br /> Lessee and Lessor shall have no security interest therein.
<br /> 9. USE ; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the
<br /> Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the possession,
<br /> use,
<br /> operation or maintenance of the Equipment. Lessee , at its expense, will keep the Equipment in good working order and repair
<br /> and
<br /> furnish all parts, mechanisms and devices required therefor.
<br /> 10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior
<br /> written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment.
<br /> 11 . LOCATION ; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its
<br /> permanent base will not be changed from the Equipment Location without Lessor's prior written consent, which
<br /> will not be
<br /> unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours
<br /> to inspect the Equipment or observe its use and operation .
<br /> 12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, other than the
<br /> respective rights of Lessor and Lessee as herein provided. Lessee shall pay, when due, all charges and taxes (local, state and federal)
<br /> which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the
<br /> Equipment,
<br /> excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, or taxes when due, or to provide
<br /> the insurance required by Section 15 hereof, Lessor may, but need not, pay said charges or taxes or purchase such insurance and,
<br /> in
<br /> such event, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rate permitted by law from the date
<br /> of
<br /> such payment by Lessor to the date of reimbursement by Lessee.
<br /> 13. RISK OF LOSS ; DAMAGE ; DESTRUCTION . Lessee assumes all risk of loss of or damage to the Equipment from any
<br /> cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof
<br /> shall
<br /> relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease . In the event of damage
<br /> to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance
<br /> recovery
<br /> applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged
<br /> beyond
<br /> repair, Lessee, at the option of Lessor, will either (a) replace the same with like equipment in good repair, or (b) on the
<br /> next Lease
<br /> Payment Date, pay Lessor: ( i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on
<br />such
<br /> FLLease
<br /> Rev . July 1 , 2001
<br /> 02/02/05 4 : 14 PM
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