6097 (EXHIBIT A - E) - Laserfiche WebLink

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Section 9. No Merger. No union of the interests of the City and the Trustee herein will result in a merger of this Ground Lease and the title to the Leased Property, except as described in Section 6 hereof. Section 10. Taxes and Assessments. So long as the Lease is in effect the City covenants and agrees to pay, and to hold harmless and indemnify the Trustee from and against, any and all assessments, charges or taxes of any kind or character levied or assessed upon or against the Leased Property. Upon any termination of the Lease, the Trustee (or, if the Trustee has assigned its rights hereunder, its then current assignee instead of the Trustee) will be responsible for such assessments, charges or taxes. Section 11. Covenants Regarding Environmental Matters. The City hereby covenants that it has carried and agrees to continue to carry on the business and operations at the Leased Property in a manner that complies in all respects, and will remain in compliance, with all applicable federal, City, regional, City or local laws, statutes, rules, regulations or ordinances, concerning public health, safety or the environment. Section 12. Waiver of Personal Liability. (a) All obligations or liabilities under this Ground Lease on the part of the Trustee are solely corporate liabilities of the Trustee as a corporation, and, to the extent permitted by law, the City hereby releases each and every director, officer, agent or employee of the Trustee of and from any personal or individual liability under this Ground Lease. No director, officer, agent or employee of the Trustee will at any time or under any circumstances be individually or personally liable under this Ground Lease for anything done or omitted to be done by the Trustee hereunder. (b) All obligations or liabilities under this Ground Lease on the part of the City are solely corporate liabilities of the City as a municipal corporation, and, to the extent permitted by law, the Trustee hereby releases each and every official, member, employee or agent of the City of and from any personal or individual liability under this Ground Lease. No official, member, employee or agent of the City will at any time or under any circumstances be individually or personally liable under this Ground Lease for anything done or omitted to be done by the City hereunder. Section 13. Eminent Domain; Title Insurance. If the whole or any part of the Leased Property is taken by eminent domain proceedings, the interest of the Trustee is required to be recognized. The proceeds of said condemnation will be applied as provided in Article VIII of the Lease. The City hereby assigns to the Trustee its interest in any condemnation award or title insurance proceeds respecting the Leased Property to the extent necessary to provide for the payment of the Certificates and to discharge the Indenture in accordance with Article VIII thereof. Any proceeds from said title insurance will be deposited with the Trustee and used to pay principal of and interest on the Certificates and to discharge the Indenture to the extent required and, thereafter, any excess will be paid to the City. Section 14. Leaseback to the City. Contemporaneously herewith, the Trustee and the City will execute the Lease whereby the Trustee subleases back to the City and the City subleases from the Trustee the Leased Property, including all improvements constructed or installed on the Leased Property, including the Project, all in accordance therewith. The Lease includes in Article XII thereof the option of the City, upon payment of the specified purchase price, to purchase the Trustee's interest in the Leased Property. -4-