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applicable jurisdictien and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto), to execute ar~d deliver this
<br />Agreement and tv carry out its obligations hareunde;. (Cj All legal requirements have been met, and procedures have been fCliowed, including publir, bidding, in
<br />order [o ensure the enforceability Cf this Agreement. (d) The Property will be used by Lessee only for essential governmental or proprietary functions of Lessee
<br />consistent vaiih the scope of Lsssee's authority and ~+iiii not be used in a trade or business of any person nr entity, by the federal government or for any persrnal,
<br />family or household use. Lessee's need far the Property is not expected to diminish during the term of the Agreement. (e) Lessee has funds avail; bte to pay Lease
<br />Payments until the end of its current appropriation period, and it intends to request funds to make Lease Payments in each appropriation period, from now until the
<br />end of the term of this Agreement. (r~ The Lessee shall comply at all limes with all applicable requirements of the Code, including but not limited to the registration
<br />and reporting requirements of Section 145, to maintain the federal tax-axernpt status of the Ayreement. The Lessee shall maintain a system with respect to this
<br />Agreement, which tracks the name, and ownership interest of each assignee who has both the responsibility for administration of, and ownership interest in this
<br />Agreement. (g) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect •without giving
<br />thirty (30j days prior written notice to Lessor.
<br />INDEMPdiFiCr;TION OF LESSOR: To the extent permitted by law, Lessee shall indemnify and save Lessor harmless from and 2.gainst alt claims, losses, costs,
<br />expenses, liability and damages, including legal fees and expenses, arising out of (a) the use, maintenance, condition or management oi, the Properly by Lessee,
<br />(b) any breach er default on the part of Lessee in the performance of any of its obligations under this Agreement or any other agreement made and entered in
<br />connection-with-the lease of the_Propedy,_(c) any_act_of negligence of_Lessee, or_its_successors or_assigns, or any:of its agents, contractors,_senranis, employees,
<br />or licensees +riith respect to the Property, (d) the acquisition, delivery, and acceptance of the Property, (e) the actions of any other party including, but not limited
<br />to, the ownership, operation, or use of the Property by Lessee, or (f) Lessor's exercise and performance of its powers and duties hereunder. No indemnification w,ili
<br />be made far negligence or breach of duty under this Agreement by Lessor, its directors, officers, agents, employees, successors, or assignees. Lessee's
<br />obligations under this Section shall remain valid and binding notwithstanding termination or assignment of this Agreement.
<br />NONAPPROPF:iATION: If sufficient funds are not appropriated to make Lease Payments under this Agreement, this Agreement shall terminate and Lessee shall
<br />not be obligated to make Lease Payments under this .4greement beyond the then current fiscal year for which funds have been appropriated. Upon such an event,
<br />Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property to Lessor. If Lessee
<br />fails to deliver possession of the Property ie Lessor, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in
<br />an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which 'the Lessee
<br />fails to deliver possession and for any other Ions suffered by Lessor as a result of Lessee's failure to deliver possession as required. Lessee shall notify Lessor in
<br />wriiing_si~iihir, seven (r) days after the failure of the Lessee io appropriate funds sufficient for the paymentof_the_ Lease Payments, but failure to provide such notice
<br />shall not operate to extend the Lease Terrn or result in any liability lC Lessee.
<br />ASSIt;nlM~NT BY LESSeE: Without Lessor's prior written consent, Lessee may not, by operation of law or otherNise, assign, transfer, pledge, hypothecate or
<br />otherwise dispose of the Property, this Agreement or any interest therein.
<br />ASSlGNME?!T BY LESSOR: Lessor may assign, sell or encumber all or any part of this Agreement, the Lease Payments and any other rights or interests of
<br />Lessor hereunder, Such assignees may include trust agents for the benefit of holders of certificates of participation.
<br />EVEtdTS OF DEFAULT: Lessee shall be in default under this Agreement upon the occurrence of any of the following events or conditions ("Events of Default"),
<br />unless such Event of Default shall have been specifically waived by Lessor in writing: (a) Default by Lessee in payment of any Lease Payment or any other
<br />indebtedness or obligation now or hereafter paved by Lessee to Lessor under this Agreement or in the performance of any obligation, covenant or liability contained
<br />in this Agreement and the continuance of such default for ten (10) consecutive days after written notice thereof by Lessor to Lessee, or (b) any warranty,
<br />representation or statement made er furnished io Lessor by or on behalf of Lessee proves to have been false in any material respect when made or furnished, or
<br />(c) actual or attempted sale, lease or encumbrance of any of the Property, or the making of any levy, seizure or attachment thereof or thereon, or (d) dissolution,
<br />termination of existence, discontinuance of the Lessee, insolvency, business failure, failure to pay debts as they mature, or appointment of a receiver of any part of
<br />the property of, or assignment for the benefit Cf creditors by the Lessee, or the commencement of any proceedings under any bankruptcy, reorganization or
<br />arrangement laws by or against the Lessee.
<br />REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, without any further notice, exercise one or more of
<br />the following remedies as Lessor in its sole discretion shall elect: (a) terminate the Agreement and a!I of Lessee's rights hereunder as to any or alt items of
<br />Property; (b) proceed by appropriate court action to personally, or by its agents, take possession from Lessee of any or all items of Property wherever found and
<br />for this purpose enter upon Lessee's premises where any item of Property is located and remove such item of Property free frorn aft claims of any nature
<br />whatsoever by Lessee and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from the disposition of the Property in excess of
<br />the sum required to (i) pay to Lessor an amount equal to the total unpaid principal component of Lease Payments under the Property Schedule, including principal
<br />component not otherwise due until future fiscal years, (ii) pay any other amounts then due under the Property Schedule and this Agreement, and (iii) pay Lessor's
<br />costs and expenses associated ~a%ith the disposition of the Property and the Event of Default (including attorneys fees), shall be paid to Lessee ar such other
<br />Creditor of Lessee as may be entitled thereto, and further provided that no defiriency shall be allowed against Lessee; (c) proceed by appropriate Court action or
<br />actions to enforce performance by Lessee of its obligations hereunder or to rerover damages for the breach hereof or pursue any other remedy available to Lessor
<br />at law or in equity or otherwise; (d} declare all unpaid Lease Payments and other sums payable hereunder during the current fiscal year of the Lease Term to be
<br />immediately due and payable without any presentment, demand or protest and / or take any and all actions to which Lessor shall be entitled under applicable lava.
<br />No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or othervvisa provided or permitted,
<br />but each shall be cumulative of every other right or remedy given hereunder or nova or hereafter existing at law or in equity or by statute or otherwise, and may be
<br />enforced concurrently therewith ur from time to time. Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to alt other amounts due hereunder, all of
<br />Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Lessee and Lessor hereby irrevocably waive all right
<br />to trial by jury In any acton, proceeding er counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement.
<br />NGTlCES: All notices, and other communications provided for herein shall be deemed given when delivered or mailed by certified mail, postage prepaid,
<br />addressed to Lessor or Lessee at their respective addresses set forth herein or such other addresses as either of the parties hereto may designate in writing to the
<br />other frorn ±ime to time for such purpose.
<br />AMENDfviENTS AND uJAIVERS: This Agreement and the Property Schedule executed by Lessor and Lessee constitute the entire agreement between Lessor
<br />and Lessee with respect to the Property and this P.greement may not be amended except in writing signed by both parties.
<br />CONSTRUCTION: This Agreement shall be governed by and Construed in accordance with the laws of the Lessee's State. Titles of sections of this Ayreement are
<br />for convenience only and shall not define cr limit the terms or provisions hereof. Time is of the essence under this Agreement. This Agreement shall inure to the
<br />benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. This Agreement may 6e simultaneously executed in
<br />counterparts, each shaif 6e an origins! with alt being the same instrument.
<br />This is countetpari # l of ` ti~arualiy exec-uted eo~ntzrparts. Cniy co>'nterpart #1 cor~stilutes chattel paper
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