8D Consent 2007 0416 - Laserfiche WebLink

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Agreement, including without limitation all Costs of Issuance (to the extent not paid from amounts on deposit in the Costs of Issuance Fund), indemnification and annual compensation due to the Trustee and all of its reasonable costs payable as a result of the performance of and compliance with its duties under the Trust Agreement, and all costs and expenses of attorneys, auditors, engineers and accountants (the "Additional Payments"). Such costs and expenses shall be payable as additional amounts of rental in consideration of the right of the City to use and occupy the Leased Premises. Amounts payable to Owners of the Certificates are not derived from Additional Payments. Covenant to Appropriate Funds for Lease Payments The Lease Payments and Additional Payments are payable from any source of legally available funds of the City, including (but not limited to) amounts held by the City in its General Fund. The City covenants in the Lease Agreement that, it will take such action as may be necessary to include all Lease Payments in each of its annual budgets during the Term of the Lease Agreement and to make the necessary annual appropriations for all such Lease Payments. Annually, the City will furnish to the Trustee a certificate of the City Representative stating that the Lease Payments have been included in the final budget of the City for the current Fiscal Year, to the full extent required, such certificate to be filed within thirty (30) days after the adoption of such budget and in any event no later than September 1 in the calendar year in which the City adopts such budget. These covenants on the part of the City shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Lease agreed to be carried out and performed by the City. The City additionally covenants in the Lease Agreement that it will not directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to all or any portion of the Leased Premises, other than the respective rights of the Authority and the City as provided in the Lease and Permitted Encumbrances. The Authority likewise makes this covenant in the Lease Agreement. Abatement The City is obligated to pay the Lease Payments in each annual rental period for and in consideration of the right to use and occupy the Leased Premises during each such period. Except as otherwise provided in the Lease Agreement, the Lease Payments shall be abated during any period in which, by reason of damage, destruction or other event (other than by eminent domain which is also provided for in the Lease Agreement), there is substantial interference with the use and occupancy by the City of the Leased Premises or any portion thereof. The extent of such abatement shall be agreed upon by the City and the Authority, such that the resulting Lease Payments represent fair" consideration for the use and occupancy of the portions of the Leased Premises not damaged, destroyed, incomplete or otherwise unavailable for use and occupancy by the City. Such abatement shall continue for the period commencing with such damage, destruction or other event and ending with the substantial completion of the work of repair or reconstruction or of completion of the Leased Premises or of the regained availability of use and occupancy. In the event of any such damage, destruction, non~ completion or non~availability, the Lease Agreement shall continue in full force and effect and the City waives any right to terminate the Lease Agreement by virtue of any such damage, destruction, non~completion or unavailability. -11-