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(b) Corporation has full power, authority and legal right to <br />enter into and perform its obligations under this Lease and the <br />execution, delivery and performance of this Lease have been duly <br />authorized by all necessary corporate actions on the part of <br />Corporation and do not require any further approvals or consents. <br />(c) The execution, delivery and performance of this Lease do <br />not and will not result in any breach of or constitute a default under <br />any indenture, mortgage, contract, agreement or instrument to which <br />Corporation is a party by which it or its property is bound. <br />(d) There is no pending or, to the knowledge of Corporation, threatened action or proceeding before any court or administrative agency which will materially adversely affect the ability of <br />Corporation to perform its obligations under this Lease. <br />SECTION 5. Property Ac uisition• Financing. Corporation hereby <br />appoints Lessee as its purchasing agent to acquire the Property leased <br />hereunder and Lessee hereby accepts said appointment (hereinafter, the <br />"Agency"). The Agency is limited to i) negotiation of terms, conditions <br />and acquisition cost of acquiring the Property from suppliers and <br />contractors (collectively, the "Supplier") selected by Lessee; ii) to <br />the inspection and acceptance of the Property upon its delivery and <br />installation; and iii) to the exercise of any rights or remedies with <br />respect to Property warranties or guarantees. All warranties and <br />guarantees, either express or implied, that inure to Corporation by <br />virtue of the Agency are hereby passed through to Lessee to prosecute <br />at Lessee's sole discretion. <br />The costs associated with the acquisition and installation of the <br />Property including appurtenant work and related expenses are set forth <br />in the Schedule. Corporation and Lessee agree that, in order to ensure <br />that moneys sufficient to pay all costs will be available for this <br />purpose when required, Corporation shall cause to be deposited with <br />Lessee the "Financing Amount" designated on the Schedule. The date said <br />Financing Amount is initially deposited with Lessee is defined as the <br />Lease Issuance Date. The deposit will be made to a custodial account in <br />the name of Lessee and held in custody by Corporation or a custodial <br />agent (the "Acquisition Account"). Disbursements from the Acquisition <br />Account shall be subject to Lessee's express written authority. Any <br />moneys that remain in the Acquisition Account (including future <br />earnings thereon) after completing the disbursements for Property costs <br />shall be credited towards the principal component of succeeding Rental <br />Payments. Upon final disbursement from the Acquisition Account that <br />shall occur no later than two years from the Lease Issuance Date, the <br />Acquisition Account shall be closed. <br />SECTION 6. Lease Proceeds. The Financing Amount deposited to <br />the Acquisition Account may be invested in interest bearing instruments <br />pursuant to written direction and authority given by Lessee or its <br />designated agent. Permitted investments are those specified in Section <br />53601 and 53635 of the State of California Government Code. Principal <br />and interest earnings from each investment will be deposited directly <br />3 <br />