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and Lessor and Lessee shall have agreed to all terms and conditions of such purchase prior to the expiration date of the Initial Term. Until the
<br />Equipment is returned as required below, all terms of the Lease shall remain in full force and effect including the obligation to pay Rent.
<br />16. RETURN OF EQUIPMENT. if (a) default occurs, (b) anon-appropriation of funds occurs in accordance with Section 3, or (c) Lessee does not
<br />purchase the Equipment pursuant to Section 15, Lessee will irrunediately return the Equipment to any location(s) in the continental United States and
<br />aboazd any carriers(s) Lessor may designate. The Equipment rnust be properly packed for shipment in accordance with the manufacturer's
<br />recommendations or specifications, freight prepaid and insured, maintained in accordance with Section 7, and in "Average Saleable Condition."
<br />"Average Saleable Condition" means that all of the Equipment is immediately available for use by a third party buyer, user or lessee, other than
<br />Lessee named in this Lease, without the need for any repair or refurbishment. All Equipment must be free of markings. Lessee will pay Lessor for
<br />any missing or defective parts or accessories. Lessee will continue to pay Rent until the Equipment is received and accepted by Lessor.
<br />l7. LESSEE'S REPRESENTATIONS AND WARRANTIES..Lessee hereby represents and warrants to Lessor that as of the date of this Lease, and
<br />throughout the Lease Term: (a) Lessee is the entity indicated iri this Lease; (b) Lessee is a State or a fully constituted political subdivision or agency
<br />of the State in which Lessee is located; (c) Lessee is duly organized and existing under the Constitution and laws of the State in which Lessee is
<br />located; (d) Lessee is authorized to enter into and carry out Lessee's obligations under this Lease, any documents relative to the acquisition of the
<br />Equipment and any other documents required to be delivered in connection with this Lease (collectively, the "Documents"); (e) the Documents have
<br />been duly authorized, executed and delivered by Lessee in accordance with all applicable laws, rules, ordinances, and regulations, the Documents are
<br />valid, legal, binding agreements, enforceable in accordance with their terms and the person(s) signing the Documents have the authority to do so, are
<br />acting with the full authorization of Lessee's governing body, and hold the offices indicated below their signature, each of which is genuine; (f) the
<br />Equipment is essential to the immediate performance of a gove~,mmental or proprietary function by Lessee within the scope of Lessee's authority and
<br />shall be used during the Lease Term only by Lessee and only to perform such function; (g) Lessee intends to use the Equipment for the entire Lease
<br />Term and shall take all necessary action to include in Lessee's stnnuai budget any funds required to fulfill Lessee's obligations for each fiscal year
<br />during the lease Term; (h) Lessee has complied fully with all applicable law governing open meetings, public bidding and appropriations required in
<br />connection with this Lease and the acquisition of the Equipment; (i) Lessee's obligations to remit Rent under this Lease constitutes a current expense
<br />and not a debt under applicable state law and no provision of this Lease constitutes a pledge of Lessee's tax or general revenues, and any provision
<br />which is so constructed by a court of competent jurisdiction is void from the inception of this ]ease; (j) all payments due and to become due during
<br />Lessee's current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation
<br />currently available for the lease of the Equipment; and (k) all financial information Lessee has provided to Lessor is true and accurate and provides a
<br />good representation of Lessee's financial condition.
<br />l8. LESSEE'S PROMISES. In addition to the other provisions of this Lease, Lessee agrees that during the term of this Lease (a) Lessee will promptly
<br />notify Lessor in writing if it moves Lessee's principal oflice or it changes names or its legal structure, (b) Lessee will provide to Lessor such financial
<br />information as may reasonably request from time to time, and (c) Lessee will take any action Lessor reasonably requests to protect Lessor's rights in
<br />the Equipment and to meet Lessee's obligations under this Lease.
<br />19. ASSIGNMENT. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB-LEASE OR PART WITH POSSESSION OF THE
<br />EQUIPMENT OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT. Lessee will not attach any of the Equipment to
<br />any real estate. Upon Lessor's reasonable request and at Lessee's cost, Lessee will obtain from each person having an interest in the real estate
<br />where the Equipment is located a waiver of any rights they may have in the Equipment.
<br />20. ASSIGNMENT BY LESSOR. This Lease, and the rights of Lessor hereunder and in and to the Equipment, maybe assigned and reassigned in
<br />whole or in part to one or more assignees by Lessor or its assigns at any time without the necessity of obtaining the consent of Lessee; provided,
<br />however, no such assignment or reassignment shall be effective unless and until Lessee shall have been given written notice of assignment disclosing
<br />the name and address of the assignee or its agent authorized to receive payments and otherwise service this Lease an its behalf. Upon receipt of
<br />notice of assignment, Lessee agrees to record the same in records maintained for such purpose, and further, to make all payments as designated in the
<br />assignment, notwithstanding any claim, defense, setofl'or counterclaim whatsoever (whether arising from a breach of this Lease or otherwise) that
<br />Lessee may from time to time have against Lessor or Lessor's assigns. Lessee agrees to execute all documents, including acknowledgments of
<br />assignment, which may reasonably be requested by Lessor or its assigns to protect their interests in the Equipment and in this Lease.
<br />21. COLLECTION EXPENSES, OVERDUE PAYMENT, TERMINATION. Lessee agrees that Lessor can, but does not have to, take on Lessee's
<br />behalf any action which Lessee fails to take as required by this Lease, and Lessor's expenses will be in addition to that of the Rent which Lessee
<br />owes Lessor. If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five percent (5%) of
<br />such overdue amount, limited, however, to the maximum amount allowed by law. Upon thirty (30) days prior written notice by Lessee to Lessor, and
<br />so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by
<br />the Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Termination
<br />Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions,
<br />Lessor shall transfer its title to such Equipment "AS-IS, WHERI's IS," without representation or warranty by Lessor, express or implied, except for a
<br />representation that such Equipment is free and clear of any Liens created by Lessor.
<br />22. AGREED LEASE RATE FACTOR. Lessee understands that the Equipment may be purchased for cash (the "Equipment Cost") or it may be
<br />leased. By signing this Lease, Lessee acknowledges that it has chosen to lease the Equipment from Lessor for the Lease Term and that Lessee has
<br />agreed to pay Rent. Each payment of Rent includes a principal amount based on the Equipment Cost and a lease charge rate. If it is determined that
<br />Lessee's payments under this Lease result in an interest payment higher than allowed by applicable law, then any excess interest collected will be
<br />applied to the repayment of principal and interest will be charged at the highest rate allowed bylaw. In no event will Lessor charge or receive or wilt
<br />Lessee pay any amounts in excess of the legal amount.
<br />23. MISCELLANEOUS. This Lease contains the entire agreement and supersedes any conflicting provision of any equipment purchase order or any
<br />other agreement. TIME IS OF THE ESSENCE [N THIS LEASE. If a court finds any provision of Lease to be unenforceable, the remaining
<br />terms of this Lease shall remain in effect. TO THE EXTENT THAT THIS LEASE IS FOUND TO NOT BE A TRUE LEASE, THIS LEASE
<br />IS A "FINANCE LEASE" AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. Lessee authorizes Lessor (or
<br />Lessor's agent) to (a) obtain credit reports, (b) make such other credit inquires as Lessor may deem necessary, and (c) furnish payment history
<br />information to credit reporting agencies. To the extent permitted bylaw, Lessor may charge Lessee a fee of $250.00 to cover Lessor's
<br />documentation and investigation costs.
<br />24. NOTICES. All of Lessee's written notices to Lessor must be sent by certified mail or recognized overnight delivery service, postage prepaid, to
<br />Lessor at Lessor's address stated in this Lease, or by facsimile transmission to lessor's facsimile telephone number, with oral confirmation of
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