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with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of
<br />termination.
<br />Lessee's obligation to pay rental payments and any additional amounts payable hereunder
<br />constitutes a current obligation payable exclusively from legally available funds and shall not be construed
<br />to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or
<br />requirement.
<br />4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to
<br />make rental payments for the Lease Term as long as it has sufficient appropriations or, if any/applicable,
<br />other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the
<br />Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions
<br />performed by the Equipment could not be transferred to other equipment available for its use. Lessee does
<br />not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental
<br />payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide
<br />Lessor a certificate in the form of Exhibit D.
<br />5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE
<br />EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE
<br />AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR
<br />WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR
<br />IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION)
<br />THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY
<br />PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS
<br />OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP
<br />AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES,
<br />PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL
<br />FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event
<br />of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights
<br />and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect
<br />to the Equipment by the Contractor thereof (as such term is defined in Exhibit A hereto). Lessor shall not
<br />be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused
<br />directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the
<br />failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business
<br />or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease
<br />Agreement for tax or accounting purposes or as to the compliance of the Equipment with applicable
<br />government regulations or requirements. Lessee agrees to look solely to the Contractor for any claim
<br />arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the
<br />Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner
<br />be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments
<br />and other amounts payable hereunder. Lessee (or the County or 911 System Upgrade Committee of which
<br />it is a part) has selected both the Equipment and the Contractor and acknowledges that Lessor has not
<br />participated in any way in Lessee's selection of the Equipment or the Contractor. Lessor has no obligation
<br />to histall, erect, test, adjust, service or maintain the Equipment.
<br />6. Delivery and Acceptance; Quiet Enjoyment. Lessee, or its assignee, shall accept the
<br />Equipment for which disbursement is requested from the Escrow Fund upon its delivery and authorizes
<br />Lessor to insert on Exhibit A any additional description of the items of Equipment so delivered. As
<br />evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the
<br />form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a
<br />Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the
<br />City of Santa Ana. / Holman Capital Corporation 'Page 2 of 11
<br />Equipment Lease -Purchase Agreement June 15, 2017
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