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or cause to be kept, a complete and accurate record of all such assignments with respect hereto in form <br />necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code "). <br />Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing <br />within 15 days after request therefor in the form attached as Exhibit B hereto. Lessee further agrees that <br />any moneys or other property received by Lessor as a result of any such assignment, transfer or <br />conveyance shall not inure to Lessee's benefit. <br />16. Events of Default; Remedies. (a) Each of the following events constitutes an "Event of <br />Default" hereunder: (i) Lessee fails to pay in full the rental payment due hereunder on any date upon which <br />such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee <br />hereunder for a period of 30 days following receipt of written notice of violation of such agreement or <br />covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings under any <br />bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for <br />Lessee or any of its property; (iv) any warranty, representation or statement made in writing by or on <br />behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on <br />the date made; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of <br />any levy, seizure or attachment thereof or thereon; or (iv) Lessee defaults in its obligations under any other <br />agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee <br />thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement. <br />(b) Immediately upon the occurrence of an Event of Default hereunder: (i) Lessor may demand <br />payment of all rental payments and other amounts that may have been appropriated through the end of the <br />then current Fiscal Year and terminate this Lease Agreement or Lessee's rights hereunder; and (ii) Upon <br />return (if applicable as per Section 16(c) hereunder), if the Equipment is damaged or otherwise made less <br />suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at <br />its option, to (x) repair and restore the Equipment to the same condition in which it was received by Lessee <br />(reasonable wear and tear excepted) or (y) pay to Lessor the reasonable costs of such repair and <br />restoration. <br />(c) Following any Event of Default or Event of Nonappropriation hereunder, Lessor may request <br />and require that Lessee refrain from using the Equipment, return the Equipment (but only that portion of <br />the Equipment, if any, that is used solely by the Lessee and that would not affect the rights of other users <br />and participants in the System), purge any software and programming from its operating systems and <br />destroy any hard or electronic copies of such software and programming. Upon Lessor's request, Lessee <br />will provide Lessor with reasonable certifications as to the foregoing. In the event that any such <br />Equipment is returned to the Lessor, Lessee shall execute and deliver such documents as may reasonably <br />be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and <br />security interests arising by, through or under the Lessee to which the Equipment may have become <br />subject. If Lessor is able to (i) recover any Equipment, (ii) sell or otherwise liquidate the Equipment (or <br />any portion thereof) following an Event of Default or an Event of Nonappropriation, and (iii) realize net <br />proceeds (after payment of costs) in excess of total rental payments that would have been paid during the <br />Lease Term plus any other amounts then due hereunder, Lessor shall immediately pay the amount of any <br />such excess to Lessee. <br />(d) If Lessor terminates this Lease Agreement under this Paragraph 16 or an Event of <br />Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee <br />otherwise refuses to pay rental payments hereunder due during a Fiscal Year for which Lessee's governing <br />body has appropriated sufficient legally available funds to pay such rental payments due hereunder, Lessor <br />(i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have <br />been made to be immediately due and payable, (ii) shall be entitled to bring such action at law or in equity <br />City of Santa Ana / Holman Capital Corporation <br />Equipment Lease- Purchase Agreement <br />WCSR 33973592x3 <br />Page 6 of I 1 <br />May 28, 2015 <br />