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<br />MASTER LEASE-PURCHASE AGREEMENT
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<br />Dated as of N~X1<lx,.X3gs( J a n u a (y 9, 2001
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<br />This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may
<br />from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between Bane One
<br />Leasing Corporation ("Lessor") and the lessee identified below ("Lessee"),
<br />
<br />LESSEE:
<br />
<br />City of San Marcos
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<br />1. LEASE OF EQUIPMENT, Subject to the terms and conditions of this Iv1aster Lease, Lessor agrees to lease to Lessee,
<br />and Lessee agrees to lease from Lessor, aJl Equipment described in each Schedule signed from time to time by Lessee and
<br />Lessor
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<br />2. CERTAIN DEFINITIONS. All terms defined in the Lea$en~reE;gu~lIyapplicablE!Jo. bOth~~ slllgLJIClf anqpllJral form_of such
<br />terms. (a) "Schedule" means each Lease. Schedule signed and delivered by Lessee and Lessor, together with all addenda,
<br />riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or
<br />supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by
<br />reference all of the terms and conditions of the Master Lease, (b) "Lease::.meansany..onaScheduJe and this Master Lease as
<br />incorporated into said Schedule, (c) "Equipment' means the property described in each Schedule, together with all
<br />attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) "Lien" means
<br />any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial
<br />process or claim of any nature whatsoever by or of any person,
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<br />3.. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term'"} commences on the first.
<br />date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless eariier terminated as expreSSly
<br />provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations under the Lease,
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<br />4. RENT PAYMENTS.
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<br />4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth
<br />in the Payment Schedule attached to the Schedule ("Rent Payments"), A portion of each Rent Payment is paid as and
<br />represents the payment of interest as set forth in the Payment Schedule, Lessee acknowledges that its obligation to pay Rent
<br />Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided,
<br />that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties execute an escrow
<br />agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor
<br />(or such other place as Lessor may designate from time to time in writing).
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<br />4.2 If lessor receives any payment from Lessee later than ten (10) days from the due date, lessee shail pay lessor
<br />on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by
<br />law.
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<br />4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN MODIFICATION
<br />TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER EACH LEASE SHALL BE
<br />ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO ANY SETOFF, DEFENS€,
<br />COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
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<br />5. DELJVERY; ACCEPTANCE; FUNDING CONDITIONS,
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<br />5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to tile location specified in
<br />the Schedule ("location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all costs related thereto.
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<br />5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. lesse€ shall evidence its
<br />acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule, If Lessee signs and delivers a
<br />Schedule and if all Funding Conditions have been satisfied in full, then Lessor will payor cause to be paid the costs of such
<br />Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier.
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<br />LESSOR'S ORIGiNAL
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<br />MUN2LEAS.MAS
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