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Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for
<br />purposes hereof. During the Lease Tenn, Lessee shall be entitled to quiet enjoyment of the beneficial use
<br />of said Equipment, subject to the terns of this Lease Agreement. Lessor hereby acknowledges and consents
<br />to the assignment of the Lessee's interest in the Equipment to the County of Orange (the "County" or
<br />"Designated Assignee"). Lessor expressly acknowledges that the Designated Assignee shall own and
<br />operate the Equipment for the collectively beneficial use of participating agencies, including the Lessee as
<br />set forth in the Joint Agreement for Operation, Maintenance, and Financial Management of the 800 MHz
<br />Countywide Coordinated Communication System dated November 2004 and all amendments thereto
<br />between the County and participating agencies (the "Management Agreement"). Lessor acknowledges that
<br />Lessee is solely responsible for the payment of its pro -rata share of the System for use of the Management
<br />Agreement.
<br />7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the
<br />State at the "Equipment Location" stated in Exhibit A and Lessee shall not remove any of the Equipment
<br />therefrom (except as within the Equipment's normal and contemplated use) without Lessor's prior written
<br />notice. Lessee, or the Designated Assignee, shall use the Equipment in a careful manner and shall at all
<br />times, pursuant to the terms of the Management Agreement with the County of Orange and member
<br />agencies, keep the Equipment in good operating condition, repair and appearance and comply with all laws,
<br />ordinances, regulations or requirements of any governmental authority, official, board or department
<br />relating to its installation, possession, use or maintenance. Lessee, or the Designated Assignee, shall not
<br />make any alterations, additions, or improvements to the Equipment that are not readily removable without
<br />causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not
<br />readily removable shall become property of Lessor. Notwithstanding the foregoing, Lessor acknowledges
<br />and agrees that the Equipment is the Lessee's pro rata share or portion of a county -wide System (as defined
<br />in Exhibit A) upgrade. As such, the parties understand and agree that Lessee's obligations to repair,
<br />upgrade, and make any modifications or alterations to the Equipment shall: (1) be solely with respect to the
<br />Equipment (i.e. its pro rata Cost Share (as defined in Exhibit A) thereof), and (2) not be required to the
<br />extent that either the entire county -wide system is not modified, or such modifications may interfere with
<br />the rights of other participants in the System.
<br />8. Security Interest; Title to Equipment. To secure the performance of all of Lessee's obligations
<br />hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest on the
<br />beneficial use of the Equipment delivered hereunder and on any attachments, proceeds therefrom. Lessee
<br />agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel,
<br />financing statements, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems
<br />necessary or appropriate to establish and maintain its security interest in the Equipment or for the
<br />confirmation of Lessor's rights hereunder. As further security therefor, Lessee hereby grants to Lessor a
<br />fust priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund
<br />and all proceeds (cash and non-cash) thereof, and agrees with respect thereto that Lessor shall have all the
<br />rights and remedies of a secured party under the applicable Uniform Commercial Code. Lessee, at its
<br />expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein
<br />and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes
<br />of Lessee's creditors and other persons; provided, however, that Lessee shall not be responsible for liens or
<br />encumbrances permitted by other participants or users of the System. Lessor shall have the right during
<br />normal hours, upon reasonable prior notice to Lessee, to enter upon any premises owned by the Lessee and
<br />where the Equipment is located in order to inspect the Equipment.
<br />(b) Solely with respect to Equipment that is not comprised of vehicles and during the Lease Term,
<br />ownership and legal title of all of the Equipment and all substitutions, repairs, modifications, and
<br />replacements shall be in the Designated Assignee, and Lessee shall request the Designated Assignee to take
<br />all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and,
<br />City of Santa Ana / Holman Capital Corporation
<br />Equipment (.case -Purchase Agreement
<br />55C-12
<br />Page 3 of I I
<br />June 15, 2017
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