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<br />(I) Enforce thiI Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration or
<br />otherwise. orto cause Lessee to perform iu: other obligations hereunder in which ~t Lessee shall be liable for all costs and expenses incu~ by Lessor;
<br />(2) Take possession of the Property, without demand or notice and wilhout court order or any procen; oflaw, and remove and
<br />relet the ~me for LesJiee'saccount, in which event Lessee waives any and all damages resulting thcrefrcm and shall be liable for all cOIua snd expenses incuned by
<br />Lessor in camcctioo. therewith and the difference., if any, between the amounts to be paid pursuant to Section 1 hc:reof and the amounts received and to be n:ccived by
<br />Lessor in cmncction with any such melting;
<br />(3) Tenninate this Agreement and reposllCSs the Property, in which c:vent Lcuee shall be liable for any amounts payable
<br />hereunder through the date of such termination and all COllU and expenses incurred by Lessor in connection herewith;
<br />(4) Sell the Property or any ponion thCROffor Lessor's account at public or private ~le, for cash or credit, without demand
<br />on or notice to Lessee of Lessor's intention to do so, or relet the Property for a tcnn and a rental which may be equal to, greater than or less than the rental and term
<br />provided herein. If the proceeds from any such 'lIe or rental paymcntl received under a new agreement made for the periods prior to the expiration ofthiJ Agreement
<br />are less than the sum of (i) the costs of such repossession, sale, relocation, storage, ~onditioning, metting and reinstallation (including but not limited to reasonable
<br />attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B IS of the last preceding Lease Payment Date specified in Exhibit B, and (ill) any past due
<br />amounts hereunder (plus interest on such unpaid principal balance at the rate specified in Section 19 hereof, prorated to the date of such sale), all of which shall be paid
<br />to Lessor, Lessor shall retain tll such proceeds and Lessee shall remain liable for any deficiency; or
<br />(5) Pursue and exercise any othcrremcdy available at law orin equity, in which event Lessee shall be liable for any and all costs
<br />and expenses incurred by Lessor in connection th~with. ~Cost.s and expcnses~, IS that term is used in this Section 14, shall meut, to the extent allowed by law: (i)
<br />reasonable attorneys' fees if this Agrcemmt is refcncd for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs
<br />and disbursements including such costs in the ~t of any action necessary to secure possession of the Property; and (ill) actual and reasonable out-of-pocket expcn5CI
<br />incuned in connection with any reposllCSsion orforeclOl'lUl"C, including costs of storing. reconditioning and reselling the Property, subject to the standards of good faith
<br />and commercial reasonableness set by the applicable Uniform Commercial Code. Lessee waives all rights wtder all exemption laws.
<br />(6) Under no circumstance shall Lessee be liable under this sub5cction 14 (b) for any amount in excess of the sum appropriated
<br />pursuant to Section I hereof for the P~vi0U5 and current f15cal yean, less all amounts prcviowly due and paid during such previous and current fiscal years from
<br />amounts SO appropriated.
<br />
<br />15, T e r m I n a t Ion. Unless Lessee has properly exercised its option to purchase pumlant to Section 13 hCROf, Lesscc shall, upon the
<br />expiratioo. of the tc:rm of this Agreement or any earlier termination hereof punuant to Section 14 hereof, deliver the Property to Lcssorunencumbercd and in at least
<br />III good condition and repair u when deliva'ed to Lessee, ordinary wear and telr rcmlting from proper use alone excepted, by loading the Property, at Lc:ssee'. sole
<br />expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the gcnerallocation
<br />of me Property, If Lessee faib to deliver the Property to Lessor, IS provided in ilia Section 15, on Of Wore the date oftc:rmination of this Agreement, Lcssccshall pay
<br />to Lessor upon demand, for the hold-over period, a portion ofthctotal payment for the applicable period II set forth in Exhibit B prorated from thedatc oftcrminstion
<br />of this Agreement to the date Lessee either redclivCIS the Property to Lessor or l..e:uor repossesses the Property. Lessee hereby waives any right which it now has or
<br />which may be acquired or conferred upon it by any law or order of any court or other governmental authority to tenninate this Agreement or its obligations
<br />hcteUnder, except in accordance with the express provisions hereof.
<br />
<br />16. A 5S I g n men t. Without Lessor's prior written consent, Lessee will not either: (i) assign. transfer, pledge, hypothecate, grant any
<br />security interest in or otherwise dispose of this Agreement or the Property or any interest in this Agreement or the PropertYi or (ii) sublet or 1c:nd the Property or
<br />pennit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to thiI Agreement, the Property and any
<br />other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part.. Any such
<br />assignees shall have all of the rights of Lessor under this Agrec:ment. Subject. to the fo~going, this Agrcc:ment inures to the benefit of and is binding upon the heirs,
<br />cxcc::utors, administraton, succes50n and assigns of the panics hereto. No assignment or reassignment of any of Lessor's righta, title or intctest in ilia Agreement or
<br />the Property shall be effective with regard to Lessee unless and until Lessee shall have ~civcd a copy or the document by which the assigrunent or reassignment is
<br />made, disclosing the name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will
<br />acknowledge receipt of such assignments in writing if so requiIW. During the term of this Agrec:ment, Lessee shall keep a complete and Iccurate record of all such
<br />assignments in fonn necessary to ccmply with the United Statcslnt.crnal Revenue Code of 1986, Section 149 (a), and the regulations, proposed orcxisting. fran time to
<br />time promulgated thereunder,
<br />
<br />17,
<br />
<br />Personal Property.
<br />
<br />The Property is and shall at all times be and remain personal property.
<br />
<br />18. TIt Ie. Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the tcnn of this
<br />Agreement; however, in the event of (i) an Event of Default hereunder and for so long as such Event of Default is continuing or (li) termination of this Agreement
<br />pumlant to the provisions of Section 2 hereof, titlcshall be revested immediately in and shall revert to Lessor free of any right, title or interest ofLcssee unless Lessor
<br />clccuothcrwisc.
<br />
<br />19. Lessor's RIght to Perform for Lessee. If Lessee fails to make any payment or perform or comply with
<br />any of its covenants or obligations hereunder, Lessor may, but shall not be requirW to, mue such payment or perfonn or comply with such covenants and obligations
<br />on behalf of Lessee, and the amount of any such payment and the expenses (including but not limited to reasonable attorneys' fees) incutred by Lessor in performing or
<br />ccmplying with such covenants and obligations, II the case may be, together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand.
<br />
<br />20. Interest on Default. If Lessee fails to pay any Lease Payment spcc:ified in Socqon 1 hereof within ten (10) days after theduc
<br />date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate.
<br />
<br />21. Not ice s. Any notices to be given or to be served upon any partyhcreto in connection with this Agrcc:mentmust be in writing
<br />and may be given by certified or registered mail, and .hall be deemed to have been given and received forty-eight (48) hou.rs after a registered or certified lener
<br />containing such notice, postage prepaid, is deposited in the United StaleS mail, and if given otheIWise shall be dcaned to have been given when delivered to and n:ceived
<br />by the pany to whom it is addressed. Such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such
<br />other address as eitherpany may hereafterdcsignate,
<br />
<br />22. Security Interest. As sccunly for Lessee's covenants and obligations hereunder, Lessee hereby grants to Leasor, and its
<br />successors, a security interest in the Property, allacccssions thereto and proceeds thCId'rom, and, in addition to Lessor's rights hereunder, an of the rights and benefits
<br />of a securW party under the Uniform Conuncrcial Code u in effect from time to time hereafter in the State in which the Property is located or any other State which
<br />may have jurisdiction over the Property. Lessee agrees to execute, acknowledge and deliver to I..cssor in recordable fonn upon request fmancing statements or any
<br />other instruments with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security interest granted
<br />herein in accordance with the laws of the applicable ju.udiction,
<br />
<br />MUNICIPAL LEASE-PURCHASE AGREEMENT
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