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“2013 Bonds” means the San Leandro Public Finance Authority 2013 Refunding Lease <br />Revenue Bonds, originally issued in the aggregate principal amount of $11,995,000. <br />“Vendor” means the manufacturer, installer or supplier of the Equipment or any other <br />person as well as the agents or dealers of the manufacturer, installer or supplier with whom <br />Lessee arranged Lessee’s acquisition, installation, maintenance and/or servicing of the <br />Equipment. <br />“Vendor Agreement” means any contract entered into by Lessee and any Vendor for the <br />acquisition, installation, maintenance and/or servicing of the Equipment. <br />ARTICLE II <br /> Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and <br />warrants for the benefit of Lessor on the date hereof as follows: <br /> (a) Lessee is a political subdivision of the State within the meaning of <br />Section 103(c) of the Code, duly organized and existing under the constitution and laws <br />of the State, with full power and authority to enter into this Agreement and the <br />transactions contemplated hereby and to perform all of its obligations hereunder. <br /> (b) Lessee has duly authorized the execution and delivery of this Agreement <br />and the Escrow Agreement by proper action of its governing body at a meeting duly <br />called, regularly convened and attended throughout by the requisite quorum of the <br />members thereof, or by other appropriate official approval, and all requirements have <br />been met and procedures have occurred in order to ensure the validity and enforceability <br />of this Agreement and the Escrow Agreement. <br /> (c) No event or condition that constitutes, or with the giving of notice or the <br />lapse of time or both would constitute, an Event of Default exists at the date hereof. <br /> (d) Lessee will do or cause to be done all things necessary to preserve and <br />keep in full force and effect its existence as a body corporate and politic. <br /> (e) Lessee has complied with such public bidding requirements as may be <br />applicable to this Agreement and the acquisition by Lessee of the Equipment. <br /> (f) During the Lease Term, the Equipment will be used by Lessee only for the <br />purpose of performing essential governmental or proprietary functions of Lessee <br />consistent with the permissible scope of Lessee’s authority. Lessee has no current <br />intention to sell or otherwise dispose of the Equipment or any interest therein prior to the <br />last Rental Payment (including all Renewal Terms) scheduled to be paid hereunder. <br /> (g) Lessee has kept, and throughout the Lease Term shall keep, its books and <br />records in accordance with generally accepted accounting principles and practices <br />consistently applied, and shall deliver to Lessor (i) annual audited financial statements <br />159