R2013-07 AUTHORIZING CITY MANAGER TO ENTER INTO A LEASE PURCHASE NINE 2012 CHEVROLET IMPALA POLICE PURSUIT VEHICLES

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or more assignees at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee. If Lessor gives notice of assignment to Lessee, upon receipt of such notice Lessee agrees to make all payments to the assignee designated in the assignment. Lessee further acknowledges and agrees that the rights of any such assignee in and to the sums payable by Lessee under any provisions of this Lease shall not be subject to any abatement whatsoever and shall not be subject to any defense, set-off, counterclaim or recoupment whatsoever by reason of any damage to or loss or destruction of the Property, or any part thereof, or by reason of any other indebtedness or liability, howsoever and whenever arising, of Lessee or Lessor. Lessee agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements which may be reasonably requested by Lessor or its assignee to protect their interests in the Property and in this Agreement. The Lessor's interest in this Agreement may not be assigned or reassigned in whole or in part unless (i) the document by which such assignment or reassignment is made discloses the name and address of the assignee; and (ii)the Lessee or its agent and the original Lessor receive written notification of the name and address of the assignee. The Lessee covenants and agrees with the Lessor and each subsequent assignee of Lessor to maintain for the full term of this Agreement a complete and accurate written record of each such assignment and reassignment in form necessary to comply with Section 1030) of the Code, and the regulations proposed or existing from time to time promulgated thereunder. The original Lessor shall maintain similar records. The records maintained by Lessor shall be considered to be maintained by the Lessor as agent for Lessee to the extent necessary to comply with Section 1030) of the Code and the regulations promulgated thereunder. The Lessor's interest in this Agreement may be assigned in whole or in part upon terms which provide that the assignor or assignee will act as a collection and paying agent for holders of certificates of participation in this Agreement, provided the Lessee and the original Lessor receive written notification of the name and address of such collection and paying agent (unless Lessor acts as such collection and paying agent), and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment and reassignment of such certificates of participation, and provide such information to the original Lessor if requested. Section 10.02 No Sale, Assignment or Subleasing by Lessee. This Agreement and the interest of Lessee in the Property may not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 10.03 Indemnification Covenants. Lessee shall protect, hold harmless and indemnify Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, arising out of or as the result of the entering into of this Agreement, the ownership of any item of Property, the ordering, acquisition, use, operation, condition,purchase, delivery, rejection, storage or return of any item of the Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury to or death of any person. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Lease Term for any reason. 8