|
7
<br />at its own expense, take such actions as may be necessary duly to discharge or remove any such claim if the same shall arise at any time.
<br />Lessee shall reimburse Lessor for any expense incurred by Lessor in order to discharge or remove any such claim.
<br />(d) Lessee will only use the Equipment will be used by only for the purpose of performing Lessee's essential governmental
<br />functions.
<br />(e) The person or entity in charge of preparing Lessee's budget will include in the budget request for each Fiscal Year the Rental
<br />Payments to become due during such Fiscal Year, and will use all reasonable and lawful means available to secure available funds for such
<br />Fiscal Year sufficient to pay all Rental Payments coming due therein.
<br />(t) Lessee shall deliver to Lessor (i) annual audited financial statements within 180 days each Fiscal Year end; (ii) its annual budget
<br />for the succeeding Fiscal Year when approved but not later than 45 days prior to its current Fiscal Year end; and (iii) such other financial
<br />statements and information relating to the ability of Lessee to satisfy its obligations under this Agreement and each Lease as may be
<br />reasonably requested by Lessor from time to time.
<br />(g) Lessee shall promptly and duly execute and deliver to Lessor such further documents, instruments and assurances and take such
<br />further action as Lessor may from time to time reasonably request in order to carry out the intent and purpose of this Agreement and to
<br />establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder.
<br />Section 6.3. Tax Related Representations, Warranties and Covenants.
<br />(a) General. Lessee agrees that it will not take or fail to take any action that would cause the Interest portion of Rental Payments
<br />under any Lease to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income
<br />tax purposes.
<br />(b) Incorporation of Tax Agreement and Arbitrage Certificate. As of each Lease Date and with respect to each Lease, Lessee makes
<br />each of the representations, warranties and covenants contained in the Tax Agreement and Arbitrage Certificate delivered with respect
<br />to such Lease. Each such Tax Agreement and Arbitrage Certificate is incorporated herein and made a part of this Agreement.
<br />(c) Event of Taxability. If Lessor either (i) receives notice, in any form, from the Internal Revenue Service or (ii) reasonably
<br />determines, based on an opinion of independent tax counsel selected by Lessor, that Lessor may not exclude any Interest paid under any
<br />Lease from its Federal gross income (each an "Event of Taxability"), Lessee shall pay to Lessor upon demand (x) an amount which, with
<br />respect to Rental Payments previously paid and taking into account all penalties, fines, interest and additions to tax (including all federal,
<br />state and local taxes imposed on the Interest due through the date of such event), will restore to Lessor its after -tax yield (assuming tax at
<br />the highest marginal tax rate and taking into account the time of receipt of Rental Payments and reinvestment at the after -tax yield rate) on
<br />the transaction evidenced by such Lease through the date of such event and (y) as additional Rental Payments to Lessor on each succeeding
<br />Payment Date such amount as will maintain such after -tax yield to Lessor.
<br />ARTICLE VII. INSURANCE AND RISK OF LOSS
<br />Section 7.1. Liabilitv and Property Insurance. Lessee shall, at its own expense, procure and maintain continuously in effect during
<br />each Lease Term: (a) public liability insurance for death or injuries to persons, or damage to property arising out of or in any way
<br />connected to the Equipment sufficient to protect Lessor and its assigns from liability in all events, with a coverage of not less than
<br />$1,000,000 per occurrence unless specified differently in the related Equipment Schedule, and (b) insurance against such hazards as Lessor
<br />may require, including, but not limited to, all -risk casualty and property insurance, in an amount equal to the greater of the full replacement
<br />cost of the Equipment or the applicable Prepayment Price.
<br />Section 7.2. Workers' Compensation Insurance. If required by State law, Lessee shall carry workers' compensation insurance covering
<br />all employees on, in, near or about the Equipment, and upon request, shall furnish to Lessor certificates evidencing such coverage
<br />throughout the Lease Term.
<br />Section 7.3. Insurance Requirements.
<br />(a) Insurance Policies. All insurance policies required by this Article shall be taken out and maintained with insurance companies
<br />acceptable to Lessor and shall contain a provision that thirty (30) days prior to any change in the coverage the insurer must provide written
<br />notice to the insured parties. No insurance shall be subject to any co- insurance clause. Each insurance policy shall name Lessor and its
<br />assigns as an additional insured party and loss payee regardless of any breach of warranty or other act or omission of Lessee and shall
<br />include a lender's loss payable endorsement for the benefit of Lessor and its assigns. Prior to the delivery of Equipment, Lessee shall
<br />deposit with Lessor evidence satisfactory to Lessor of such insurance and, prior to the expiration thereof, shall provide Lessor evidence of
<br />all renewals or replacements thereof.
<br />(b) Self Insurance. With Lessor's prior consent, Lessee may self - insure the Equipment by means of an adequate insurance fund set
<br />aside and maintained for that purpose which must be fully described in a letter delivered to Lessor in forth acceptable to Lessor.
<br />(c) Evidence of Insurance. Lessee shall deliver to Lessor upon acceptance of any Equipment evidence of insurance which complies
<br />with this Article VII with respect to such Equipment to the satisfaction of Lessor, including, without limitation, the confirmation of
<br />insurance in the form of Exhibit G -1 attached hereto together with Certificates of Insurance, when available, or the Questionnaire for Self -
<br />Insurance and Addendum to Equipment Schedule Relating to Self- Insurance in the form of Exhibit G -2 attached hereto, as applicable.
<br />Section 7.4. Risk of Loss. To the extent permitted by applicable laws of the State, as between Lessor and Lessee, Lessee assumes all risks
<br />and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any Equipment and for injury to or
<br />death of any person or damage to any property. Whether or not covered by insurance, Lessee hereby assumes responsibility for and agrees
<br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1
<br />
|