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If Lessee breaches the covenants contained in this Paragraph 19, the interest component of rental <br />payments hereunder may become includible in gross income of the owner or owners thereof for federal <br />income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of <br />taxability and on each rental payment date thereafter to Lessor an additional amount determined by Lessor <br />to compensate such owner or owners for the loss of such excludability (including without limitation, <br />compensation relating to interest expense, penalties or additions to tax), which determination shall be <br />conclusive (absent manifest error). <br />It is Lessor's and Lessee's intention that this Lease Agreement not constitute a "true" lease for <br />federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered <br />the owner of the Equipment hereunder for federal income tax purposes. <br />20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and <br />agrees with Lessor that: <br />(a) Lessee is a political subdivision of the State of California, within the meaning of <br />Section 103(c) of the Code, and will do or cause to be done all things necessary to preserve and keep in <br />full force and effect its existence as such. <br />(b) Lessee has the power and authority under applicable law to enter into the transactions <br />contemplated by this Lease Agreement and the Escrow Agreement and has been duly authorized to execute <br />and deliver this Lease Agreement and the Escrow Agreement and to carry out its obligations hereunder and <br />thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate <br />official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease <br />Agreement and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has <br />provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form <br />attached as Exhibit F hereto relating to the authority of the officers who have executed and delivered this <br />Lease Agreement and who will execute and deliver this Lease Agreement and the Escrow Agreement and <br />all documents in connection herewith and therewith on behalf of Lessee. <br />(c) All requirements have been met and procedures have occurred in order to ensure the <br />enforceability of this Lease Agreement and the Escrow Agreement, and Lessee has complied with such <br />public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease <br />Agreement and the Escrow Agreement. <br />(d) Lessee is not subject to any legal or contractual limitation or provision of any nature <br />whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease Agreement <br />and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the <br />extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws <br />affecting creditors' rights generally. <br />(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or <br />by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to <br />the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding <br />would materially adversely affect the transactions contemplated by this Lease Agreement or the Escrow <br />Agreement, or any other agreement or instrument to which Lessee is a party and that is used or <br />contemplated for use in the consummation of the transactions contemplated by this Lease Agreement or <br />the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies <br />required in connection with the execution and delivery by Lessee of this Lease Agreement and the Escrow <br />Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder <br />have been obtained. <br />(f) The payment of the rental payments or any portion thereof hereunder is not (under the <br />terms of this Lease Agreement) directly or indirectly (i) secured by any interest in property used or to be <br />City of Santa Ana / Holman Capital Corporation <br />Equipment Lease - Purchase Agreement <br />WCSR 339735920 <br />Page 8 of I I <br />May 28, 2015 <br />