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maintain during the Lease Term such actuarially sound self-insurance program and shall provide Lessor a
<br />certification in the form of Exhibit C-2 together with evidence of the self-insurance program in form and
<br />substance satisfactory to Lessor.
<br />13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all
<br />times to keep the Equipment free and clear of all levies, liens (other than those created hereunder) and
<br />encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that
<br />may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of
<br />the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall
<br />remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming
<br />due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further
<br />instruments and documents containing such other assurances as Lessor deems necessary or advisable for the
<br />confirmation or perfection of Lessor's rights hereunder or to otherwise effectuate the intent of this Lease
<br />Agreement.
<br />14. Release. To the extent not prohibited by law, Lessee shall release, defend and save Lessor, its
<br />officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including,
<br />without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings,
<br />judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs
<br />("Claims"), arising out of the ordering, purchase, delivery, rejection, non-delivery, ownership, selection,
<br />possession, operation, control, use, condition, maintenance, transportation, storage, repair, return or other
<br />disposition of the Equipment, any claims arising under federal, state or local environmental protection and
<br />hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright
<br />infringement or, if Lessee shall be in default hereunder, arising out of the condition of any item of Equipment
<br />sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons
<br />and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall
<br />be payable solely from funds legally available for such purpose and shall continue in full force and effect
<br />notwithstanding the expiration, termination or cancellation of this Lease Agreement for any reason
<br />whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual,
<br />proven, direct and proximate gross negligence or willful misconduct of Lessor, nor shall Lessee be required
<br />to expend any sums that are not properly appropriated or otherwise legally available.
<br />15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE,
<br />SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS LEASE
<br />AGREEMENT, THE ESCROW AGREEMENT (INCLUDING THE ESCROW FUND CREATED
<br />THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF. ANY SUCH PURPORTED
<br />'TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN
<br />CONSENT SHALL BE VOID.
<br />Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part
<br />of its interest in the Equipment, this Lease Agreement, and the Escrow Agreement (including the Escrow
<br />Fund created thereunder), including, but not limited to, Lessor's rights to receive the rental payments
<br />hereunder or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the
<br />assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however,
<br />Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or
<br />conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses
<br />the name and address of each such assignee. During the term of this Lease Agreement, Lessee shall keep, or
<br />cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary
<br />to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees
<br />(unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days
<br />after request therefor in the form attached as Exhibit B hereto. Lessee further agrees that any moneys or
<br />other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure
<br />to Lessee's benefit.
<br />City of Santa Ana / Holman Capital Corporation Page 5 of 11
<br />Equipment Lease -Purchase Agreement April 6, 2018
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