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S. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR ALTER-
<br />ATIONS. YOU have title to the Equipment; provided that title to the Equipment will Immediatey and
<br />w thou' arty act ion by YOU vest in US, and YOU shall Immediatey surrender possession of the
<br />Ein' entto US, (a) upon any termination of this Lease other than termination pursuant to Section
<br />17 or (b) if YOU are in default of this Lease. it Is the infarct of the parties hereto that any transfer of
<br />title to US pursuant to this Section shall occur automatically without the necessity of any bill of sale,
<br />certificate of title or other instrument of conveyance. YO shall , nevertheless, axecute and deliver
<br />arry such instruments as WE may request to evidence such transfer. As security for YOUR obliga-
<br />tions hereunder. WE retain a security interest in the Equipment and all proceeds thereof. YOU have
<br />the right to use the Equipment during the term of this Lease, except as otherwise expressly set forth
<br />in this Lease. Although the Equipment may become attached to real estate, it remains personal
<br />property. YOU agree not to alter or modify the Equipment or permit a lien to be placed upon the
<br />Equipment or to remove the Equipment without OUR prior written consent V WE feet it is neces-
<br />sary, YOU agree to provide US with waivers of Interest or liens from anyone claiming any Interest
<br />In the real estate on which any items of Equipment is located. WE also have the right, at reason -
<br />able times, to inspect the Equipment
<br />9. MAINTENANCE. YOU are required, at YOUR own cost and expense, to keep the Equipment
<br />In good repair, condition and working order, except for ordinary wear and tear, and YOU well supply
<br />all parts and servicing required. All replacement parts used or installed and repairs made to the
<br />Equipment will become OUR property.
<br />YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED
<br />MAINTENANCE AND/DR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR SERV-
<br />ICE AND /OR MAINTENANCE SOLELY TO THE SUPPLIER AND /OR MANUFACTURER AND SUCH
<br />CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS.
<br />10. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR
<br />ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR PRIOR
<br />WRITTEN CONSENT. YOU agree that WE may sell, assign or transfer this Lease and, if WE do, the
<br />new owner will have the same rights and benefits that WE now have and will not have to perform arry
<br />of OUR obligations and the rights of the new owner will not be subject to any claims, counterclaims,
<br />defenses or set -offs that YOU may have against US. YOU hereby appoint Municipal Registrar Se rvices
<br />(the "Registrar') as YOUR agent for the purpose of maintaining a written record of each assignment
<br />in form necessary to comply with Section 149(a) of the internal Revenue Code of 1986, as amended.
<br />No such assignment shall be binding on YOU until the Registrar has received written nofice from the
<br />assignor of the name and address of the assignee.
<br />11. LOSS OR DAMAGE. YOU are responsible for the risk of loss or destruction of, or damage to
<br />the Equipment No such loss or damage relieves YOU from any obligation under this Lease. If any of
<br />the Equipment is damaged by fire or other casually or title to, or the temporary use of, any of the
<br />Equipment is taken under the exercise of the power of eminent domain, the net proceeds ( "Net
<br />Proceeds'l of any Insurance claim orcondemnabon award will be applied to the prompt replacement,
<br />repair, restoration, modification orimprovement of that Equipment uniessYOU have exercised YOUR
<br />option to purchase the Equipment pursuant to Section 17. Any balance of the Net Proceeds remain-
<br />ing after such work has been completed shall be paid to YOU.
<br />12. INDEMNITY. WE are not responsible for any losses or Injuries caused by the manufacture,
<br />acquisition, delivery, installation, ownership, use, lease, possession, maintenance, operation or rejec-
<br />tion of the Equipment or defects in the Equipment. To the extent permitted by law, YOU agree to reim-
<br />burse US for and to defend US against any claim for losses or Injuries relating to the Equipment. This
<br />indemnity will continue even after the termination of this Lease.
<br />13. TAXES. YOU agree to pay all applicable license and registration fees, sale and use taxes, per-
<br />sonal property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale,
<br />purchase, possession or use of the Equipment (exceptthose based on OUR net income). YOU agree
<br />that if WE pay arty taxes or charges, YOU will reimburse US for all such payments and will pay US
<br />interest and a late charge (as calculated in Section 3) on such payments with the next Lease Payment,
<br />plus a fee for OUR collecting and administering any taxes, assessments or fees and remitting them
<br />to the appropriate authorftim
<br />14. INSURANCE. During the term of this Lease, YOU will keep the Equipment Insured against all
<br />risks of loss or damage in an amount not less than the replacement cost of the Equipment without
<br />deductible and without co-insurance. YOU will also obtain and maintain for the term of this Lease,
<br />comprehensive public liability insurance covering both personal injury and property damage of at
<br />least $100,000 per person and $300,000 per occurrence or bodily injury and $50,000 for property
<br />damage. WE will be the sole named loss payee on the property insurance and named as an addition-
<br />al insured on the public liability Insurance. YOU will pay all premiums for such Insurance and must
<br />deliver proof of insurance coverage satisfactory to US. If YOU do not provide such insurance, YOU
<br />agree that WE have the right but not the obligation, to obtain such Insurance and add an insurance
<br />fee to the amount due from you, on which we make a profit
<br />15. DEFAULT. Subject to Section 5, YOU are in default of this Lease if any of the following
<br />occurs: (a) YOU fail to pa any Lease Payment or other sum when due; (b) YOU breach arty warran-
<br />ty or other obligation under this Lease, or any other agreement with US, (c) YOU become Insolvent
<br />or unable to pay YOUR debts when due, YOU make an assignment for the benefit of creditors or YOU
<br />undergo a substantial deterioration in YOUR financial condition, or (d) YOU file or have filed against
<br />YOU a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal
<br />Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a
<br />trustee, receiver or liquidator is appointed for YOU or a substantial d�art of YOUR assets.
<br />16. REMEDIES. WE have the following remedies if YOU are in default of this Lease: WE may
<br />declare the entire balance of the unpaid Lease Payments forthe then current Original Term or Renewal
<br />Term immediately due and payable; sue for and receive all Lease Payments and any other payments
<br />then accrued or accelerated under this Lease; charge YOU Interest on all monies due US at the rate
<br />of eighteen percent (181/6) per year from the date of default unfit paid, but in no event more than the
<br />maximum rate permitted by law; charge YOU a return-check or non - sufficient funds charge ( "NSF
<br />Charge ") of $25.00, for a check that is returned for any reason; and require that YOU return the
<br />Equipment to US and, if YOU fail to return the Equipment, enter upon the premises peaceably with or
<br />without legal process where the Equipment is located and repossess the Equipment Such return or
<br />repossession of the Equipment will not consfitute a termination of this Lease unless WE expressly
<br />notify YOU in writing. If the Equipment is returned or repossessed by US and unless WE have termi-
<br />nated this Lame, WE will sell or re-rent the Equipment to any persons with any terms WE determine,
<br />at one or more public or private sales, with or without notice to YOU, and apply the net proceeds after
<br />deducting the costs and expenses of such sale or re -rent, to YOUR obligations with YOU remaining
<br />liable for any deficiency and with any excess over the amounts described in this Section plus the then
<br />applicable Purchase Price to be paid to YOU.
<br />YOU are also required to pay () all e�enses incurred by US in connection with the enforcement
<br />of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the
<br />Equipment and (i) reasonable attomays' fees.
<br />17. PURCHASE OPTION. Provided YOU are not In default YOU shall have the option to purchase
<br />all but not less than all of the Equipment (a) on the date the last Lease Payment is due ((assuming this
<br />Lease is renewed at the and of the Original Term and each Renewal Term), it this Leases still in effect
<br />on that day, upon payment in full of Lease Payments and all other amounts then due and the payment
<br />of One Dollarto US; (b) on the last day of the Original Term or any Renewal Term then In effect, upon
<br />at least 60 days' prior written notice to US and payment in full to US of the Lease Payments and all
<br />other amounts then due plus the then applicable Purchase Price set forth on the Lease Payment
<br />Schedule; or (c) if substantial damage to or destruction or condemnation of substantially all of the
<br />Equipment has occurred, on the day specified In YOUR written notice to US of YOUR exercise of the
<br />purchase option upon at least 60 days' prior notice to US and payment in full to US of the Lease
<br />Payments and all other amounts then due plus the then applicable Purchase Price set forth on the
<br />Lease Payment Schedule.
<br />18. REPRESENTATIONS AND WARRANTIES. YOU warrant and represent as follows: (a) YOU
<br />are a public body corporate and politic duty organized and existing under the constitution and laws of
<br />YOUR State with full power and authority to enter into this Lease and the transactions contemplated
<br />hereby and to perform all of YOUR obligations hereunder, (b) YOU have duly authorized the execu-
<br />tion and delivery of this Lease by proper action by YOUR governing body at a meeting duly called,
<br />regularly convened and attended throughout by the requisite majority of the members thereof or by
<br />other appropriate official approval, and all requirements have been metand procedures have occurred
<br />In orderto ensure the validity and enforceability of this Lease; (c) YOU have complied with such pub-
<br />lic bidding re uirements as may be applicable to this Lease and the acquisition by YOU of the
<br />Equipmonk (d� all authorizations, consents and approvals of governmental bodies or agencies
<br />required in connection with the execution and delivery by YOU of this Lease or in connection with the
<br />carrying out by YOU of YOUR obligations hereunder have been obtained; (e) this Lease constitutes
<br />the legal, valid and binding obligation of YOU enforceable in accordance with its terms, except to the
<br />extent limited by applicable bankmptay, Insolvency, reorganization or other laws affecting creditors'
<br />rights generally; (1) YOU have, in accordance with the requirements of law, fully budgeted and appro-
<br />priated sufficient funds for the current budget year to make the Lease Payments scheduled to come
<br />due during the current budgetyearand to meet YOUR other obligations under this Lease for the cur-
<br />rent budget year, and those funds have not been expended for other purposes; (g) the Equipment is
<br />essential to YOUR functions or to the services YOU provide to YOUR citizens, YOU have an Immedi-
<br />ate need for the Equipment and expect to make immediate use of the Equipment, YOUR need for the
<br />Equipment is not temporary and YOU do not expect the need for any item of the Equipment to dimin-
<br />ish in the foreseeable future, including the Full Lease Tenn, and the Equipment will be used by YOU
<br />only for the purpose of performing one or more of YOUR governmental or proprietaryfunctions con-
<br />sistent with the permissible scope of YOUR authority and will not be used In the trade or business of
<br />any other entity or person; and (h) YOU have never failed to appropriate or otherwise make available
<br />funds sufficient to pay rental or other payments coming due under any lease purchase, installment
<br />sale or other similar agreement.
<br />19. UCC FILINGS AND FINANCIAL STATEMENTS. YOU authorize US to file a financing state-
<br />ment with respect to the Equipment If WE feel it is necessary, YOU agree to submit financial state-
<br />ments (audited if available) on a quarterly basis.
<br />20. UCC - ARTICLE 2A PROVISIONS. YOU agree that this Lease Is a Finance Lease as that term
<br />is defined in Article 2A of the Uniform Commercial Code ( "UCC'$. YOU acknowledge that WE have
<br />given YOU the name of the Supplier of the Equipment WE hereby notify YOU that YOU may have
<br />rights under the contract with the Supplier and YOU may contact the Supplier fora description of any
<br />rights or warranties that YOU may have under this supply contract. YOU also waive any and all rights
<br />and remedies granted YOU under Sections 2A-508 through 2A -522 of the UCC.
<br />21. TAX EXEMPTION, YOU will comply with all applicable provisions of the Internal Revenue
<br />Code of 1986, as amended, including without limitation Sections 103 and 148 thereof, and the appl-
<br />cable regulations thereunder to maintain the exclusion of the interest portion of the Lease Payments
<br />from gross income for purposes of federal income taxation.
<br />22. BANK OIIALIFICATION. If YOU checked the "Bank Qualification Elected" box on the front
<br />page of this Lease YOU and all YOUR subordinate entities will not issue in excess of $10,000,000 of
<br />qualfied tax - exempt obligations (including this Lease but excluding private activity bonds other than
<br />qualfied 501(c)(3) bonds) during the calendar year in which WE fund this Lease without first obtain-
<br />ing an opinion of nationally recognized counsel in the area of tax- exempt municipal obligations
<br />acceptable to US that the designation of this Lease as a "qualified tax- exempt obligation" will not be
<br />adversely affected.
<br />23. CHOICE OF LAW; JURY TRIAL WAIVER. This Lease shall be governed and construed in
<br />accordance with the laws of the state where YOU are located. To the extent permitted by law, YOU
<br />agree to waive YOUR rights to a trial by jury.
<br />24. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS. This Lease contains the entire agreement
<br />and understanding. No agreements or understandings are binding on the parties unless set forth in
<br />writing and signed by the parties. Arry provision of this Lease which for any reason may be held unen-
<br />forceable in anyurisdictlon shall, as to such jurisdiction, be ineffective without invaliding the remain -
<br />ing provsions a i this Lease. THIS LEASE IS NOT INTENDED FOR TRANSACTIONS WITH AN EQUIP-
<br />MENT COST OF LESS THAN $1,000.
<br />25. FACSIMILE DOCUMENTATION. YOU agree that a facsimile copy of this lease with facsimi-
<br />le signatures may be treated as an original and will be admissible as evidence of this Lease.
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