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12. Insurance. Lessee is self - insured up to $1,000,000 with respect to equipment such as the
<br />Equipment under an actuarially sound self - insurance program that is acceptable to and approved by Lessor,
<br />Lessee shall maintain during the Lease Term such actuarially sound self- insurance program and shall
<br />provide Lessor a certification in the form of Exhibit C -2 together with evidence of the self - insurance
<br />program in form and 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 (otter than those created hereunder) and
<br />encumbrances, and to pay the Lessee's pro -rata share of charges, taxes and fees (including any recording
<br />or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale,
<br />purchase, possession or use of the Equipment and shall give Lessor itmnediate written notice of any of the
<br />foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to
<br />the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon
<br />Lessor's request such further instruments and documents containing such other assurances as Lessor
<br />deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to
<br />otherwise effectuate the intent of this Lease Agreement.
<br />14. Indemnification. To the extent authorized by law, Lessee shall indemnify and save Lessor,
<br />its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities
<br />(including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions,
<br />proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys'
<br />fees and costs ( "Claims "), arising out of the ordering, purchase, delivery, rejection, non- delivery,
<br />ownership, selection, possession, operation, control, use, condition, maintenance, transportation, storage,
<br />repair, return or other disposition of the Equipment, any claims arising under federal, state or local
<br />environmental protection and hazardous substance clean up laws and regulations and any claims of patent,
<br />trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the condition
<br />of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for
<br />injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and
<br />obligations herein provided shall be payable solely from funds legally available for such purpose and shall
<br />continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease
<br />Agreement for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from
<br />Claims arising from the actual, proven, direct and proximate gross negligence or willful misconduct of
<br />Lessor.
<br />15. Assignment; Subleasing. EXCEPT AS OTHERWISE AUTHORIZED HEREIN, LESSEE
<br />SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE 'TRANSFER OR
<br />ENCUMBER ANY OF TfS RIGHTS UNDER 'THIS LEASE AGREEMENT, THE ESCROW
<br />AGREEMENT (INCLUDING THE ESCROW FUND CREATED THEREUNDER) OR IN THE
<br />EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN
<br />LESSEE AND ITS REGULAR EMPI..OYE.ES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT.
<br />ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S
<br />PRIOR WRITTEN 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 tern of this Lease Agreement, Lessee shall keep,
<br />City of Santa Ana i Holman Capital CmPontion
<br />Equipment LeaseTfflal aic Agreement
<br />WCSR 33973592v3
<br />55A -14
<br />Page 5 of I I
<br />May 6, 2015
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