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pHitCLE IY used for a govemmental or proprietary purpose af Lessee and,therefore,that the Equipment wiV
<br /> Sectlon 4.01. R�I Paymerds. Lessee shall pay Rentat Payments,exdusivey from legal- be e�cempt from�1 taxes and other similar charges. if the use,possession or xquisition of the
<br /> y available funds,in lawful money of the United States of America to Lessor on the dates and in EquipmeM is found to 6e subject to taxation in airy form,Lessee wiil pay all ta�ces and govern-
<br /> the amourds set torth on the Payment Scheduie. My Rental Payment not received on or before mental charges IawfWy assessed or levied agair�st or with respect to tlie Equipmerri Lessee shaN
<br /> its due date shall6ear interest at the rate of 18qo per annum or the maximum amoum perm'rtted pay all utility and other charges i�urred in the use and maintenance of the Equipment. Lessee
<br /> by law,whichever is less,from its due date. As set forth on ihe Payment Schedute,a portion o( shall pay such taxes and charges as the same b�ome due;provided that,with respect to arry such
<br /> each Rental Payment is paid as,and represenls payment of,interest Na�ces and cha�s that may lawfulty be paid in instailments over a period of years,Lessee shail6e
<br /> SecHon 4.02. tie�l PaymeMs to ComUtute a CurteM F�pense of Lessee.The obligation obligated to pay ony such ir�staliments that accrue during the Lease Term.
<br /> of Lessee to pay Rental Payments hereunder shall constitute a curreM expense of Lessee,and do Section 7.02. Itxurance. At its own eupense.Lessee shall maintain(a)casuaity insurance
<br /> not constihrte a mandatory payment obligation of lessee in arry fiscal year beyond the then cur- insuring the Equipment against bss ar damage by fire and all other risks covered by the standard
<br /> rent fiscal year of Lessee. Lessee's obligation hereunder shall not in arry way be construed to be extended coverape endorsement then in use in the State and any other risks reasanably required
<br /> a debt of Lessee in conuaverroon of any applicabie consMutional or statutory limita6on or require- by Lesso�in an amount at kast equal to the then applicable Purchase Price of the Equipment,(b)
<br /> mem conceming tlie creation of indebtedness by Lessee,nor shall anything contained he2in con- liability insu�ance ihat protects Lessor trom 6ability in all events in form and amount satisfxtory
<br /> stitute a pledge of the general aedit,ta�c revenues,funds or moneys of Lessee. to Lessor,and(c)workers comperaafion coverage as required 6y the laws oi the State;provided
<br /> Section 4.03. Renlaai PaymeMs To BB Unconditional. DfCEPT AS PROYIUEO IN SEC710N tha�with Lessor's prior written consent,Lessee may self-insure against lhe risks described in
<br /> 3.04,T}�OBLIGATIONS OF LESSff TO MAKE RENTAL PAYMENTS AND TO PENFORM ANU ciauses(a)and(b). All insurance proceeds from casuatry Insses shal�be payaWe as hereinafter
<br /> OBSERVE THE OTHEN COVENANiS ANO AGREEMENT'S CONTAINED HEREIN SHALL BE provided. Lessee shaii fumish to Lessor certificates evidencing such coverage throughout the
<br /> ABSOLUtE AND UNCONDITIONAL IN ALL E1fENTS WITHOUTABATEMENi,DIMINlITION,OEDUC- Lease Term. All s�h casualty and Gabiliiy insurance shali be with insurers that aze acceptabie to
<br /> TION,SET OFF OR OEFENSE,FON ANY RENSON,INCLUDING WIIHOUT UMRAitON ANY FIUL- Lessor,shap name Lessor as a loss payee and an add�tional insured,respec6vely,and shail con-
<br /> URE OF THE EQINPMENi TO BE DEWEREO OR INSTALLED,ANY DEFECIS,MALFUNCTIONS, tain a provision to the effect that such ir�surance shaN not be cancelied or modfied materially with-
<br /> BREAKOOWNS OR INFINMRIES IN THE EQUIPMENT OR ANY ACCIDENT,CONOEMNATION OR out first giving written no6ce thereoF to Lessor at least ten days in advance of such canceNation or
<br /> UNFORESEEN CIRCUMSTANCES. modification. Ail such casuariy imurar�ce shall conttin a provision mald�g arry losses payable to
<br /> Lessee and Lessor,as their respeclive interests may appear.
<br /> Seciion 7.03. Adrances. In the eveM lessee shail faii to either maiMain the insurance
<br /> ARTICIE Y required by this Agreement,pay the taxes or charges required to be paid by it under this
<br /> Sedi�5.01.Oeliv�y,Y�a�atia�aml Accepiance of the E�ipment. Less�shail order the Agreement or keep the Equiprtcent in good repair and working order,Lessor may,but shall be
<br /> Equipment,rxuse the Equipment to be deGvered and installed at the loption specified on the 6ont of under no obl�ation to,purchase the required policies of insurance and pay the cost of the premi-
<br /> this Agreement and pay arry a�a�d�rery and inshailation costs in connectia�it�rewriih.When ihe ums thereof,pay such taxes and charges and maintain and repair the Equipment and pay the cost
<br /> Equipment has 6een deGve�ed and instaoed,Lessee shali immediatey�cept the Equipment and evi- thereof. Ali amounts so advanced by Lessor shall become additionai rent for the then curtent
<br /> �nce said acceptarx�by execuhng and delivering to Lessor an acceptance certificate acceptable to Original Term or Renewal Term. Lessee agrees to pay such amounts with iirterest thereon from
<br /> Lessor.After it has been iru�Ned,the Equipment wiN iwt be moved from the bption specified on ihe the date paid at the rate of 12qo per annum or the maximum permitled by law,whichever is kss.
<br /> hant of tlris AgreemeM wittwut Lessor's conseM,which consent shall not be unreaso�bly withheld. Section 7.04.Financial informa6on.Lessee wil)annually provide Lessor with current finan-
<br /> Section 5.02. EnjoymeM ot Equipment. Lessee shall peaceably and quietly have and hold cial statements,budgets,proofs oi appropriaGon for the ensuing fisral year and such other tinan-
<br /> and enjoy the Equipment during the Lease Term,without suit.trouble or hindrance from Lessor, cial informaGon relating to the ability of Lessee to coMinue ihis Agreement as may 6e requested
<br /> except as otherwise expressy set forth in this Agreement. by Lessor.
<br /> Saction 5.03. fiigM of i�upec6on. Lessor shail have the right at all reasonabk times dur- Section 7.05. Release and Indemn�icapon. To ihe eMent permitted by law,Lessee shaN
<br /> ing regular husiness hours to enter into and upon the prope�iy of Lessee(or the purpose of indemni(y,protect and hold harm�ss lessor hom and against any and all IiabiNry,oWigations,loss-
<br /> inspecting the Equipment es,claims and damages whalsoever,regardess of puse thereof,and expenses in connec6on there-
<br /> SecUon 5.04. Use and MaiMe�nce of tl�e Equipmem. Lessee will not install,use,aperale wilh(including,without IimiMa6on,counsel tees and expenses and arry federal income tax and inter-
<br /> or maintain the Equipment improperty,carelessy,in violaBon of arry applicable law or in a man- est and penalbes connected therewith imposed on interest received) azising out ot or as the result
<br /> ner comrary to that contemplated by tt�is Agreement t.essee shafl obWin all permits and licens- of(a)the emering into this Agreement,(6)the oxmership of airy item of tice Equipment,(c)the man-
<br /> es,it arry,necessary for the ins�ellation and operation of the Equipment. In addition,Lessee shalt ufacturing,ordering,acquisition,use,operatlon,conditlon,purchase,delivery,rejeclion,storage or
<br /> comply in all respects with all appficable laws,regulations and rulings of arry legislative,executive, retum of arry item of t�e Equipment,(d)arry acei�nt in connection wifh the aperation,use,condi-
<br /> administraGve or judicial body;provided that Lessee may contest in good faith the validity or appli- bon,possession,storage or retum a(arry item of the Equipment resuPong in damage to property or
<br /> cation of arry such law,regulation or ruling in arry reasonable maaner that dces not,in the opin- injury or death to any person ar(e)the b�e�h of arry covenant herein or arry material misrepresen-
<br /> ion of Lessor,adversey affect the interest of Lessor in and to the Equipment or its imerest or rights taoon conheined herein.The indemnification arising under this paragraph shall continue in fuR force
<br /> under this Agreement Lessee agrees that it wiN,at Lessee's own cost and expense,maintain,pre- and eifect notwithstand'mg the tu�payment of all o6figations under this Ag�ment or the termina-
<br /> serve and keep the EquipmeM in good repair,working order and condition. If requested to do so 6on of the Lease Term for arry reason.
<br /> by Lessor,Lessee wiA entar irrto a mainterrance contract for the Equipment with Vendoc LESSOR
<br /> SHALI HAVE NO RESPONSIBILfTY TO SERVICE,MAINTAIN, REPAIR OR MAKE IMPROVE-
<br /> MENTS OR ADDITIONS TO THE EQUIPMENT:LESSEE SHALL MAKE ALL CLAfMS FOR SERVICE ARTICLE Vfll
<br /> OR MAINTENANCE SOLELY TO THE VENOOR ANO SUCH CLAIMS WILI NOT AFfECT LESSEE'S Sectlon 8.01. Risk of Loss. Lessce assumes,from and including the Commencemer�Date,
<br /> OBIIGATION TO MAKE ALL REQUIRED RENTAL PAYMENTS. ap risk of bss af or damage to the Equipment from any cause whatscever. No such loss of or�m-
<br /> age to the Equipment nor defect tl�erein nor unfitness or obsdescence thereof shall relieve Lessee
<br /> of the oWigatiai to make Rerdal Paymerns or to pertorm any other ob6gation under ffiis Agreeme�t.
<br /> ARTICLE YI Sectlon 8.02. Damage,DesOucNon an9 Condemnallon. If(a)tl�e Equipment or airy pw-
<br /> Section 6.01_ Tide to tl�e Equipmenf. Quring The Lease Term,iitle to the Equipment shaq tion thereof is�stroyed,in whale or in part,w is damaged by fire or other casualty,or(b)title to,
<br /> vest in Lessee,subject to tice rigMs ot Lessor urnler this Ag�eement;provided that title shaR there- or the temporary use of,the Equipment or any part thereof or the interest of Lessee or Lessor in
<br /> after immediatety and without a�ry action by Less�vest in Lessor,and Lessee shall immediately me Equipment or arry part thereof shall 6e taken under the exercise of the power af eminent
<br /> surrender possession of the EquipmeM to Lessor upon(a)arry termination of this Agreement domain by any govemmental body or by arry person,firm or corporation acting under govem-
<br /> other than terminatlon pursuant m Section 10.01,ar(b)the occurrence of an Event of DefaulL It mental authority,Lessee and Lessor witl cause the Net Proceeds af any insurar�ce claim ar con-
<br /> is the inient of the parbes hereto that arry transfer of tide to lessor pursua�to this Section shall demnation award to be applied to tlie prompt replacement,repair,restoration,modification or
<br /> occur automaticalty without the necessily of any bill of sale,cert'rficate ot 6Ue or other instrument improvement of tlie Equipment,unless Lessee shall have exercised its opHon to purchase the
<br /> of conveyance. Lessee shall,nevertheless,execute and deliver any such instruments as Lessor Equipment pursuant to Sec6on 10.01.My 6alance of the Net Proceeds remai�ing after such work
<br /> may request ta evidence such transter. Lessee irrevocabty designates,makes,constitules and has been completed shall be paid to Lessee.
<br /> appoints Lessor and its assignee as Lassee's true and IavAul attorney(and ageM in-fact)with SecNon 8.03. Insufflciency of Net Proceeds. H the Net Proceeds are insufficient to pay in
<br /> power,at such time of termination or times thereafter as lessor in its sole and absolute discretion tull the cosl of any repair,restoration,modfication or improvement referced to in Section 8.01,
<br /> may determine,in Lessee's or Lessors or such assignee's name,to endorse the name of Lessee Lessee shall eiUier{a)complete such replacemeM,repair,restoration,mod�cation or improve-
<br /> upon arry b�l oi sale,dceument,instrument,invoice,freight bill,biN of lading or similar docament ment and pay any costs thereof in excess of the amount of the Net Proceeds,or(h)purchase
<br /> relating to the Equipment in order to vest Gtle in Lessor and trans(er possession to Lessor. Lessor's interest in the Equipment pursuant to Section 10.01.The amount ol the Net Proceeds,it
<br /> Sedion 6.02.Sewrily IMe�est.To secure the payme�t of ap of Lessee's obligations under this arry,remaining atter compleong such�epair,restoration,modificat(on or improvement or aAer pur-
<br /> Agreemem,Lessar retains a securily interest constiNting a first lien on the Equipment and proceeds chasing the Equipment shall be retained by Lessee. If Lessee shalt make arry payments pursuant
<br /> therefrom. Lessee a�ces to execute such additional documeMs,in form sahisixtory b Lessor,tliat to this SecGon,Lessee shall not 6e entitled to arry reimbursement ttierafor from Lessor nor sha0
<br /> Lessor deems necessary or appropriate to estadish and mai�ain its securiry interest.Lessee agrees Lessee be eMilled to any diminution of the amounts payable under Article IV.
<br /> that finanCing statemenk may be fded with respect to the security inierest in the Equipment
<br /> Seclion 6.03. Perso�al Properlyr. Lessor arrcl Lessee agree that the Equipment is and wi8
<br /> remain persanal propwty_ The Equipment will not be deemed to 6e aff'aed to or a part of the real ARTICLE IX
<br /> estate on which it may be sihiated,�oMrithsfandi�that the Equipmeot or any parl ihereof may be Sectlon 9.01. Disclaimer ot Warra�ies. LESSOR MpKES NO WARRM(TY OR REPRE-
<br /> or hereafter become in any manner physicatly affixed or attached to such real estate or any building SENTATION, EXPRESS OH IMPUED, AS TO THE VALUE, DESIGN, CONDRION, MEH-
<br /> thereon. Upon tfie request of Lessor,Lessee v+�l,at Lessee's expense,furnish a waiver ot any mter- CHANTABILITY OR FlTNESS FOR PARTICULAR USE OR PURPOSE OF THE EQUIPMENT OR
<br /> est in the Equipment hom arry paAy having an interest in arry such real estate or buHding. AGAINST INFRINGEM9dT,OR ANY DTHER WARRANTY OR REPRESENTAflON WITH RESPECT
<br /> THEREfO. IN NO EYENT SHALL LESSOR BE URBLE fOR ANY ACTWII,INCIDENTAI,INDI-
<br /> HECT,SPECIAL OR CONSEQUENTIAL DAMAGE IN CONNECiION WITH DR AHISING OUT OF
<br /> ARTICLE VII TMIS AGREEMENT OR THE DOSTENCE,PURNISHING,FUNCTIONING OR LESSEE'S USE OR
<br /> Section 7.01. Llens,iaxes,Olher GovemmeMal Charges and Utility Cha�ges. Lessee MAINTENANCE OF ANY EUUIPMENT OR SERVICES PROVIDED FOR IN THIS AGREEMENT.
<br /> sh�l keep the Equipment free and clear of all liens,charges and encumbrances,except those cre- Section 9.02. Vendors WarraMies. Lessee may have rights under the contract evidencing
<br /> ated under this AgreemeM. The parties to this Agreement coMemplate that the Equipment will 6e the purchase of the Equipment;Lessee is advised to contact tl�e Vendor for a description of am/
<br /> Paye 3 nl 4
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