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<br />MASTER LEASE-PURCHASE AGREEMENT
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<br />Dated as of May 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 Banc One
<br />Leasing Corporation ("Lessor") and the lessee identified below ("Lessee").
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<br />LESSEE:
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<br />City of San Marcos
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<br />1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and
<br />Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
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<br />2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural 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" means each Schedule 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 any
<br />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 />elate any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier 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 in
<br />the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as and represents
<br />the payment of interest as set forth in the Payment SC:'edule. Rent Payments will be payable for the Lease Term in U.S.
<br />dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in
<br />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 shall 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 TO
<br />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. DEFENSE,
<br />COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.
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<br />5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
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<br />5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in
<br />the Schedule ("Location") by Equipment suppliers ("Suppriers") selected by Lessee. Lessee shall pay all costs related thereto
<br />unless Lessor otherwise agrees to pay such costs as stated in the Schedule.
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<br />5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee 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 />ESCFRCT 01 (4/26/96)
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