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— including,but not limited to,the Installment Payments. The Purchaser shall make claim for,receive payment of, and execute all documents, 7
<br /> checks of drafts received in payment of loss or damage under any such insurance policy. In no event shall the Purchaser permit any motor
<br /> vehicle purchased hereunder to be used for the transportation for hire of goods or passengers.
<br /> Section 5.8. Risk of Loss. The Purchaser shall bear all risk of loss to and condemnation of the Project. In the event of loss or damage
<br /> to the Project, the Purchaser shall at its option.either (a)continue to make the installment Payments due hereunder and repair or replace
<br /> the Project, as mutually agreed on by the Lender and the Purchaser, or (b) prepay in full the principal components of the outstanding
<br /> Installment Payments plus accrued but unpaid interest in accordance with Section 3.5 of this Agreement, provided, however, that the
<br /> prepayment price shall equal one hundred percent (100%) of the principal amount of the outstanding Installment Payments plus accrued
<br /> interest to the date of the prepayment.
<br /> Section 5.9. Performance by the Lender of the Purchaser's Responsibilities. Any performance required of the Purchaser or any
<br /> payments required to be made by the Purchaser may,if not timely performed or paid,be performed or paid by the Lender, and, in that event,
<br /> the Lender shall be immediately reimbursed by the Purchaser for these payments or other performance by the Lender, with interest thereon
<br /> at a rate equal to the Prime Rate.
<br /> Section 5.10. Financial Statements. The Purchaser agrees that upon the written request of the Lender during the term of this
<br /> Agreement it will furnish the Lender its annual financial statements within 180 days after the end of each fiscal year of the Purchaser, and
<br /> such other financial information as the Lender may from time to time reasonably request(including,without limitation,the Purchaser's annual
<br /> budget as submitted or approved),and permit the Lender or its agents and representatives to inspect the Purchaser's books and records and
<br /> make extracts therefrom. The Purchaser represents and warrants to the Lender that all financial statements which have been delivered to
<br /> the Lender fairly and accurately reflect the Purchaser's financial condition and there has been no material adverse change in the Purchaser's
<br /> financial condition as reflected in the financial statements since the date thereof,
<br /> ARTICLE VI: TITLE; SECURITY INTEREST; LIENS; LOCATION
<br /> Section 6.1. Title. Title to the Project and any and all additions, repairs, replacements or modifications thereto shall be in the
<br /> Purchaser from and after the date of execution and delivery of this Agreement so long as the Purchaser shall not be in default hereunder and
<br /> shall vest permanently in the Purchaser on the payment of all Installment Payments, free and clear of any lien or security interest of the
<br /> Lender therein.
<br /> Section 6.2. Security Agreement. To secure all obligations of the Purchaser hereunder, the Purchaser hereby grants to the Lender
<br /> a security interest in any and all of the Purchaser's right, title and interest in and to the Project, all additions, attachments, accessions,
<br /> substitutions and replacements thereto, and any and all proceeds thereof, including without limitation, and proceeds of insurance thereon.
<br /> The Purchaser agrees to execute and deliver all documents, instruments and financing statements necessary or appropriate to perfect or
<br /> maintain the security interest granted hereby and to maintain the Lender's security interest in the items of personal property constituting the
<br /> Project purchased pursuant to Section 4.3(a)hereof. The Lender is authorized to file financing statements without the Purchaser's signature
<br /> or to execute and file such financing statements without the Purchaser's signature on the Purchaser's behalf as specified by the Uniform
<br /> Commercial Code to perfect or maintain the Lender's security interest granted hereby. At the request of the Lender, the Purchaser will keep
<br /> and maintain a conspicuous marking or tag on the items of personal property constituting the Project that a security interest therein is held
<br /> by the Lender.
<br /> Section 6.3. Personal Property. The Project is,and shall at all times be and remain, personal property notwithstanding that the Project
<br /> or any part thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in,or permanently resting upon,
<br /> real property or any building thereon or any fixtures,or attached in any manner to what is permanent by any means of cement,plaster,nails,
<br /> bolts,screws or otherwise. Upon request of the Lender, the Purchaser shall obtain,as to any place where the Project is located, a waiver
<br /> from the landlord and mortgagee thereof with respect to any rights they may have in and to the Project or the rights of levy or seizure
<br /> thereon.
<br /> Section 6.4. Liens, The Purchaser shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien,
<br /> charge, security interest, encumbrance or claim on or with respect to the Project or any interest therein, except for the lien and security
<br /> interest of the Lender therein. The Purchaser shall promptly,at its own expense, take such action as may be necessary to duly discharge
<br /> any such mortgage, pledge, lien, security interest,charge, encumbrance or claim if the same shall arise at any time. The Purchaser shall
<br /> reimburse the Lender for any expense incurred by it in order to discharge or remove any such mortgage, pledge, lien, security interest,
<br /> charge, encumbrance or claim.
<br /> Section 6.5. Location of Proiect. The Purchaser agrees that unless the Lender otherwise consents in writing all of the personal property
<br /> constituting the Project shall at all times remain at the location described in Exhibit A attached hereto.
<br /> ARTICLE VII: WARRANTIES AND REPRESENTATIONS OF THE PURCHASER
<br /> The Purchaser warrants and represents to the Lender as follows: (a)The Purchaser is duly organized and validly existing and has all powers
<br /> necessary to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder and thereunder; (b) This
<br /> Agreement and all other documents relating hereto and the performance of the Purchaser's'obligations hereunder and thereunder have been
<br /> duly and validly authorized, executed and delivered by the Purchaser and approved under all laws, regulations and procedures applicable
<br /> to the Purchaser including,but not limited to,compliance with public meeting and bidding requirements, and, assuming due authorization,
<br /> execution and delivery thereof by the other parties hereto and thereto, constitute valid, legal and binding obligations of the Purchaser.
<br /> enforceable in accordance with their respective terms,subject to bankruptcy,insolvency and other laws affecting the enforcement of creditors'
<br /> rights generally and such principles of equity as a court having jurisdiction may impose; (c) No approval or consent is required from any
<br /> governmental authority with respect to the entering into or performance by the Purchaser of this Agreement and the transactions contemplated
<br /> hereby and thereby or, if such approval or consent is required, it has been duly obtained; (d) There is no action, suit. proceeding or
<br /> investigation at law or in equity before or by any court, public board or body pending or, to the best of the Purchaser's knowledge,
<br /> threatened, against or affecting the Purchaser challenging the validity or enforceability of this Agreement or any other documents relating
<br /> hereto and the performance of the Purchaser's obligations hereunder and thereunder,and compliance with the provisions hereof, under the
<br /> circumstances contemplated hereby, does not and will not in any material respect conflict with, constitute on the part of the Purchaser a
<br /> breach of or default under,or result in the creation of a lien or other encumbrance on any property of the Purchaser(except as contemplated
<br /> herein) pursuant to, any agreement or other instrument to which the Purchaser is a party, or any existing law, regulation, court order or
<br /> consent decree to which the Purchaser is subject;(e)The description of the Project set forth in Exhibit A attached hereto is true and accurate:
<br /> (f) The payment obligation created by this Agreement is not a "private activity bond" as defined in Section 141 of the Code; (g) The
<br /> Purchaser intends to own and operate the Project at all times during the term of this Agreement; (h) There are no liens or encumbrances
<br /> on the Project,other than the liens and security interests created by this Agreement and the other liens,if any,permitted hereby and thereby;
<br /> (i)The obligations of the Purchaser under this Agreement are not directly or indirectly federally guaranteed; (j)Resolutions authorizing the
<br /> execution, delivery and performance by the Purchaser of this Agreement and the transactions contemplated hereby and thereby have been
<br /> duly adopted, are in full force and effect, and have not been in any respect modified,revoked or rescinded; (k)The Purchase Price will be
<br /> used solely to pay Project Costs and no portion of the Purchase Price will be invested by or on behalf of the Purchaser: (I)The Acquisition
<br /> and use of the Project is essential to the proper, efficient and economical operation of the Purchaser and the delivery of its service and the
<br /> Project will provide an essential use and permit the Purchaser to carry out public functions that it is authorized by law to perform: and(m)
<br /> If any of the Project includes one or more motor vehicles, such motor vehicles shall not at any time be leased, rented or otherwise used by
<br /> the Purchaser for hire.
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