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agreement, or other instrument to which Lessee is a party or by which it or its assets may be bound, except
<br />as herein provided.
<br />(h) Lessee's name as indicated on the first page of this Lease Agreement is its true, correct, and
<br />complete legal name.
<br />(i) The useful life of the Equipment will not be less than the Lease Term hereof.
<br />0) Lessee has entered into this Lease Agreement for the purpose of purchasing, acquiring, and
<br />leasing the Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than
<br />90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or
<br />will be paid directly by Lessor to the Escrow Agent, and no portion of the purchase price for the Equipment
<br />has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days
<br />prior to the execution and delivery hereof, unless a proper reimbursement resolution has been passed and the
<br />Lessee has complied with all reimbursement requirements under the Code, including, without limitation,
<br />Treasury Reg. 1:150.
<br />(k) The application, statements, and credit or financial information submitted by Lessee to
<br />Lessor are true and correct and made to induce Lessor to enter into this Lease Agreement and the Escrow
<br />Agreement.
<br />(1) During the Lease Term of this Lease Agreement, Lessee shall (i) provide Lessor, at or prior
<br />to the end of each Fiscal Year (commencing with the current Fiscal Year), with current budgets or other proof
<br />of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability to continue
<br />the Lease Term for the next succeeding Fiscal Year as may be reasonably requested by Lessor and (ii) furnish
<br />or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than
<br />180 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for
<br />such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee's auditor.
<br />(m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an
<br />Opinion of Lessee's Counsel in substantially the form attached as Exhibit F hereto.
<br />(n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder
<br />over the amount paid by Lessor in the Escrow Fund and interest earnings thereon.
<br />(o) Lessee has experienced no material change in its financial condition since June 30, 2017.
<br />(p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a
<br />fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal
<br />advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to
<br />or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and obtained
<br />financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar
<br />matters) with respect to this Lease Agreement from its financial, legal and other advisors (and not Lessor) to
<br />the extent that Lessee desired to obtain such advice.
<br />21. Execution in Counterparts; Chattel Paper. This Lease Agreement may be executed in several
<br />counterparts, each of which shall be an original and all of which shall constitute but one and the same
<br />instrument; provided, however, that only Counterpart No. 1 hereof shall constitute chattel paper for purposes
<br />of the applicable Uniform Commercial Code.
<br />22, Applicable Law, This Lease Agreement shall be construed under the laws of the State of
<br />California.
<br />23. Binding Effect; Severability; Survival. This Lease Agreement shall not become effective until
<br />accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the parties,
<br />their successors, legal representatives, and assigns. No provision of this Lease Agreement that may be
<br />construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain
<br />in full force and effect.
<br />City of Santa Ana/ Holman Capital Corporation Page 9 of 11.
<br />Equipment Lease -Purchase Agreement April 6, 2018
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