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(c) Lessee has not created or established, and does not expect to create or establish, any sinking fund or
other similar fund (i) that is reasonably expected to be used to pay the Rental Payments, or (ii) that may
be used solely to prevent a default in the payment of the Rental Payments.

(d) The Equipment has not been and is not expected to be sold or otherwise disposed of by Lessee, either
in whole or in major part, prior to the last maturity of the Rental Payments.

(e) To the best of our knowledge, information and belief, the above expectations are reasonable.

Section 4. Lease of Equipment. Lessor hereby demises, leases and lets the Equipment to Lessee, and
Lessee rents, leases and hires the Equipment from Lessor, in accordance with the provisions of this
Agreement, for the Lease Term.

Section 5. Lease Term. The Original Term of this Agreement will commence on the Commencement
Date and will terminate on the last day of Lessee’s current fiscal year. The Lease Term may be continued,
solely at the option of Lessee, at the end of the Original Term or any Renewal Term for an additional
RenewalTerm up to the Maximum Lease Term. At the endofthe Original Term and at the end of each
Renewal Term untilthe Maximum Lease Term has been completed, Lessee will be deemed to have
exercised its option to continue this Agreement for the next Renewal Term unless Lessee has terminated
this Agreement pursuant to Section 6 or Section 31. The terms and conditions during any Renewal Term
will be the same as the terms and conditions during the Original Term, except that the Rental Payments
will be as providedin the Payment Schedule.

Section 6. Termination of Lease Term. The Lease Term willterminate upon the earliest of any of the
following events:

(a) the expiration of the Original Term or any Renewal Term of this Agreement and the nonrenewal of this
Agreement in the event of nonappropriation of funds pursuant to Section 8;

(b) the exercise by Lessee of the option to purchase the Equipment under the provisions of Section 31
and payment of the Purchase Price and all amounts payable in connection therewith;

(c) a default by Lessee and Lessor’s election to terminate this Agreement under Section 36; or

(d) the payment by Lessee of all Rental Payments authorized or re quired to be paid by Lessee hereunder
during the Maximum Lease Term.

Section 7. Continuation of Lease Term. Lessee currently intends, subject to the provisions of
Section 8 and Section 12, to continue the Lease Term through the Original Term and all of the Renewal
Terms andto pay the Rental Payments hereunder. Lessee reasonably believes that legally available funds
in an amount sufficient to make all Rental Payments during the OriginalTerm and each of the Renewal
Terms can be obtained. The responsible financial officer of Le ssee will do all things lawfully within his or
her power to obtain and maintain funds from which the Rental Payments may be made, including making
provision for such Rental Payments to the extent necessary in each proposed annual budget submitted for
approval in accordance with applicable procedures of Lessee and to exhaust all available reviews and
appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the
de cision whether or not to budget or appropriate funds or to extend this Agreement for any Renewal Term
is solely within the discretion of the then current governing body of Lessee.

Section 8. Nonappropriation. Lessee is obligated only to pay such Rental Payments under this
Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during
Lessee’s then current fiscal year. In the event sufficient funds will not be appropriated or are not
otherwise legally available to pay the Rental Payments required to be paidin the next occurring Renewal
Term, asset forthin the Payment Schedule, this Agreement will be deemed to be terminated at the end of
the then current Original Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such
termination at least 90 days prior to the end ofthe then current Original Term or Renewal Term, but
failure to give such notice will not extend the Lease Term be yond such Original Term or Renewal Term. If
this Agreementis terminated in accordance with this Section, Lessee agrees, at Lessee’s cost and expense,
to peaceably deliver the Equipment to Lessor at the location or locations specified by Lessor.

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Section 9. Rental Payments. Lessee will pay Rental Payments from all legally available funds, in
lawful money of the United States of America to Lessor in the amounts and on the dates set forth on the
Payment Schedule, such payment to be made by wire or other form of electronic payment in accordance
with written instructions provided by Lessor or, with Lessor’s consent, by such other commercially
reasonable method of payment. Rental Payments will be in consideration for Lessee’s use of the
Equipment during the fiscal year in which such payments are due. Any Rental Payment not received on
or before its due date will bear interest at the rate of 10% per annum or the maximum amount permitted
by law, whichever is less, from its due date.

In the event thatitis determined that any of the interest components of Rental Payments may not be
excluded from grossincome for purposes of federal income taxation, Lessee agrees to pay to Lessor
promptly after any such determination and on each Rental Payment Date thereafter an additional amount
determined by Lessor to com pensate Lessor for the loss of such excludability (including without limitation,
compensation relating to interest expense, penalties or additions to tax), which determination shall be
conclusive absent manifest error.

Section 10. Interest Component. As set forth on the Payment Schedule, a portion of each Rental
Payment is paidas, andrepresents payment of, interest.

Section 11. Rental Payments To Be Unconditional. Except as provided in Section 8, the
obligations of Lessee to make Rental Payments and to perform and observe the other covenants
and agreements contained herein shall be absolute and unconditional in all events without
abatement, diminution, deduction, set-off or defense, for any reason, including without limitation
any failure by any Vendor to deliver or install the Equipment or otherwise perform any of its
obligations for whatever reason, including bankruptcy, insolvency, reorganization or similar event
with respect to any Vendor or under any Vendor Agreement, disputes with Lessor or the Vendor of
any of the Equipment, any defects, malfunctions, breakdowns or infirmities in the Equipment or
any accident, condemnation or unforeseen circumstances.

Section 12. Rental Payments to Constitute a Current Expense of Lessee. The obligation of Lessee to
pay Rental Payments hereunder will constitute a current expense of Lessee, are from year to year and do
not constitute a mandatory payment obligation of Lessee in any fiscal year beyond the then current fiscal
year of Lessee. Lessee’s obligation hereunder will not in any way be construed to be an indebtedness of
Lessee in contravention of any applicable constitutional, charter or statutory limitation or requirement
concerning the creation of indebtedness by Lessee, nor will anything contained herein constitute a pledge

of the general credit, tax revenues, funds or moneys of Lessee.

Section 13. Delivery, Installation and Acceptance of the Equipment. Lessee will order the
Equipment, cause the Equipment to be delivered and installed at the locations specified on Exhibit A and
pay any and all delivery and installation costs in connection therewith. When the Equipment has been
delivered and installed, Lessee willimmediately accept the Equipment and evidence said acceptance by
exe cuting and delivering to Lessor an acceptance certificate in form and substance acceptable to Lessor.
After it has been delivered andinstalled, the Equipment will not be moved from the location(s) specified on
Exhibit A without Lessor’s consent, which consent will not be unreasonably withheld.

Section 14. Enjoyment of Equipment. Lessor hereby covenants to provide Lessee with quiet use and
enjoyment of the Equipment during the Lease Term, and Lessee will peaceably and quietly have and hold
and enjoy the Equipment during the Lease Term, without suit, trouble or hindrance from Lessor, except
as otherwise expressly set forth in this Agreement.

Section 15. Right of Inspection. Lessor will have the right at all reasonable times during regular
business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment.

Section 16. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment
improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by
this Agreement. Lessee will obtain all permits and licenses, if any, necessary for the installation and
operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without
limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all

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applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body;
provided, however, that Lessee may contest in good faith the validity or application of any such law,
regulation or rulingin any reasonable manner that does not, in the opinion of Lessor, adversely affect the
interest of Lessor in and to the Equipment or its interest or rights under this Agreement.

Section 17. Maintenance of Equipment. Lessee agrees that it will, at Lessee’s own cost and expense,
maintain, preserve and keep the Equipment in good re pair, working order and condition. Lessor will have
no responsibility to maintain, or repair or to make improvements or additions to the Equipment. If
re quested to do so by Lessor, Lessee will enter into a maintenance contract for the Equipment with
Vendor.

Section 18. Title tothe Equipment. During the Lease Term, title to the Equipment and any and all
additions, repairs, replacements or modifications will vestin Lessee, subject to the rights of Lessor under
this Agreement; provided that title will thereafter immediately and without any action by Lessee vest in
Lessor, and Lessee will immediately surrender possession of the Equipment to Lessor upon (a) any
termination of this Agreement other than termination pursuant to Section 31 or (b) the occurrence of an
Event of Default. It isthe intent of the parties hereto that any transfer of title to Lessor pursuant to this
Section willoccur automatically without the necessity of any bill of sale, certificate of title or other
instrument of conveyance. Lessee will, nevertheless, execute and deliver any such instruments as Lessor
may request to evidence such transfer. Lessee irrevocably designates, makes, constitutes and appoints
Lessor and its assignee as Lessee’s true and lawful attorney (and agent in-fact) with power, at such time of
termination or times thereafter as Lessor inits sole and absolute discretion may determine, in Lessee’s or
Lessor’s or such assignee’s name, to endorse the name of Lessee upon any bill of sale, document,
instrument, invoice, freight bill, bill of lading or similar document relating to the Equipment in order to
vest title in Lessor and transfer possession to Lessor.

Section 19. Security Interest. To secure the payment of all of Lessee’s obligations under this
Agreement and to the extent permitted by law, Lessor retains a security interest constituting a first lien on
the Equipment. Lessee agrees to execute such additional documentsin form satisfactory to Lessor, that
Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees that
financing statements may be filed with respect to the security interest in the Equipment.

As further security therefor, Lessee grants to Lessor a first priority security interest in the cash and
negotiable instruments from time to time comprising the escrow fund, if any, established under any
related escrow agreement and all proceeds (cash and non-cash) thereof, and agrees with respect thereto
that Lessor shall have all the rights and remedies of a secured party.

Section 20. Personal Property; No Encumbrances. Lessor and Lessee agree that the Equipment is and
will remain personal property. The Equipment will not be deemed to be affixed to or a part of the real
estate on whichit may be situated, notwithstanding that the Equipment or any part thereof may be or
hereafter become in any manner physically affixed or attached to such realestate or any building thereon.
Upon the request of Lessor, Lessee will, at Lessee’s expense, furnish a waiver of any interest in the
Equipment from any party having an interestin any such realestate or building. Lessee shall not create,
incur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or other
encumbrance of any nature whatsoever on any of the real estate where the Equipmentis or will be located
or enter into any agreement to sell or assign or enter into any sale /leaseback arrangement of such real
estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with
a waiver of interest in the Equipment acceptable to Lessor or its assigns in its discretion from any party
taking an interestin any such real estate prior to such interest taking effect, such consent shall not
unreasonably withheld.

Section 21. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee will keep the
Equipment free and clear of all liens, charges and encumbrances, except those created under this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a
governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all
property taxes and other similar charges. If the use, possession or acquisition of the Equipment is found
to be subject to taxation in any form, Lessee will pay all taxes and governmental charges lawfully assessed
or levied against or with respect to the Equipment. Lessee will pay all utility and other charges incurred
in the use and maintenance of the Equipment. Lessee will pay such taxes and charges as the same

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become due; provided that, with respect to any such taxes and charges that may lawfully be paidin
installments over a period of years, Lessee will be obligated to pay only such installments that accrue
during the Lease Term.

Section 22. Insurance. At its own expense, Lessee will maintain (a) casualty insurance insuring the
Equipment against loss or damage by fire and all other risks covered by the standard extended coverage
endorsement then in use in the State and any other risks reasonably required by Lessorin an amount at
least equal to the then applicable Purchase Price of the Equipment, (b) liability insurance that protects
Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers’
com pensation coverage as required by the laws of the State; provided that, with Lessor’s prior written
consent, Lessee may self-insure against the risks described in clauses (a) and (b). Lessee shall also
provide or cause to be provided to Lessor payment and performance bonds from the Vendor, each naming
Lessor asa dual obligee andissued by a surety company rated “A” or better by AM Best in an amount
equal to the Equipment. Allinsurance proceeds from casualty losses will be payable as hereinafter
provided. Lessee will furnish to Lessor certificates evidencing such coverage throughout the Lease Term.

All such casualty and liability insurance will be with insurers that are acceptable to Lessor and will
contain a provision to the effect that such insurance will not be cancelled or modified materially without
first giving written notice thereof to Lessor at least ten days in advance of such cancellation or
modification. Allsuch casualty insurance will name Lessor as a loss payee and an additional insured. All
such liability insurance will name Lessor as an additional insured.

Section 23. Advances. In the event Lessee fails to maintain the insurance required by this Agreement,
pay taxes or charges required to be paid by it under this Agreement or fails to keep the Equipment in good
repair and operating condition, Lessor may (but will be under no obligation to) purchase the required
policies of insurance and pay the cost of the premiums on the thereof, pay such taxes and charges and
make such Equipment repairs or replacements as are necessary and pay the cost thereof. All amounts so
advanced by Lessor will become additional rent for the then current Original Term or Renewal Term.
Lessee agrees to pay such amounts with interest thereon from the date paid at the rate of 10% per annum
or the maximum permitted by law, whichever is less.

Section 24. Financial Information. Upon request, Lessee shall furnish or cause to be furnished to
Lessor, at Lessee’s expense, as soon as available after the close of each fiscal year, the audited financial
statement of Lessee at the close of and for such fiscal year, allin reasonable detail, with supporting
schedules, audited by and with the report of Lessee’s auditor (the “Audit”), which may be in electronic
.pdf format. In the event the Audit is filed on the MSRB’s “EMMA” website, to satisfy this requirement
Lessee may email a link to the posted Audit to Lessor. The electronic Audit or EMMA link may be sent
to the following email address (or such other address as Lessor supplies to Lessee in writing):
Yvonne 2.foley@capitalone.com (Yvonne Foley). In the event that the Audit is not available, Lessee will
furnish unaudited financial statements to Lessorin the manner describedin this Section, and will then
supply the Audit immediately upon the availability thereof.

Section 25. Release and Indemnification. To the extent permitted by law, Lessee will indemnify,
protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and
damages whatsoever, regardless of cause thereof, and expenses in connection therewith (including,
without limitation, counsel fees andexpenses and any federal income tax and interest and penalties
connected therewith imposed on interest received) arising out of or as the result of (a) the entering into
this Agreement, (b) the ownership of any item of the Equipment, (c) the manufacturing, ordering,
acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the
Equipment, (d) any accident in connection with the operation, use, condition, possession, storage or
return of any item of the Equipment resulting in damage to property or injury or death to any person or
(e) the breach of any covenant herein or any material misrepresentation contained herein. The
indemnification arising under this paragraph will continue in full force and effect notwithstanding the full
payment of all obligations under this Agreement or the termination of the Lease Term for any reason.

Section 26. Risk of Loss. Lessee assumes, from and including the Commencement Date, allrisk of loss
of or damage to the Equipment from any cause whatsoever. No such loss of or damage to the Equipment
nor defect therein nor unfitness or obsolescence thereof will relieve Lessee of the obligation to make Rental
Payments or to perform any other obligation under this Agreement.

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Section 27. Damage, Destruction, Condemnation; Use of Proceeds. If (a) the Equipment or any
portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or
the temporary use of, the Equipment or any part thereof or the interest of Lessee or Lessor in the
Equipment or any part thereof will be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, Lessee and
Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied to the
prompt replacement, repair, restoration, modification or improvement of the Equipment, unless Lessee
has exercised its option to purchase the Equipment pursuant to Section 31. Any balance of the Net
Proceeds remaining after such work has been completed will be paid to Lessee.

Section 28. Insufficiency of Net Proceeds. Ifthe Net Proceeds are insufficient to pay in full the cost of
any repair, restoration, modification or improvement referred to in Section 27, Lessee will either (a)
complete such replacement, repair, restoration, modification or improvement and pay any costs thereofin
excess of the amount of the Net Proceeds, or (b) purchase Lessor’s interest in the Equipment pursuant to
Section 31. The amountof the Net Proceeds, if any, remaining after completing such repair, restoration,
modification or improvement or after purchasing the Equipment will be retained by Lessee. If Lessee will
make any payments pursuant to this Section, Lessee will not be entitled to any reimbursement therefor
from Lessor nor will Lessee be entitled to any diminution of the amounts payable under Section 9.

Section 29. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS
FOR PARTICULAR USE OR PURPOSE OF THE EQUIPMENT OR AGAINST INFRINGEMENT, OR ANY
OTHER WARRANTY OR REPRESENTATION WITH RESPECT THERETO. IN NO EVENT SHALL
LESSOR BE LIABLE FOR ANY ACTUAL, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE EXISTENCE,
FURNISHING, FUNCTIONING OR LESSEE’S USE OR MAINTENANCE OF ANY EQUIPMENT OR
SERVICES PROVIDED FOR IN THIS AGREEMENT.

Section 30. Vendor’s Warranties. Lessee may have rights under the contract evidencing the purchase
of the Equipment; Lessee is advised to contact the Vendor for a description of any such rights. Lessee
hereby assigns to Lessor during the Lease Term all warranties running from Vendor to Lessee. Lessor
hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee
will not be in default hereunder, to assert from time to time whatever claims and rights (including without
limitation warranties) related to the Equipment that Lessor may have against the Vendor. Lessee’s sole
remedy for the breach of any such warranty, indemnification or representation will be against the Vendor,
and not against Lessor. Any such matter will not have any effect whatsoever on the rights and obligations
of Lessor with respect to this Agreement, including the right to receive full and timely payments
hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or
warranties whatsoever as to the existence or availability of such warranties by the Vendor.

Section 31. Purchase Option; Prepayment.

(a) Lessee will have the option to purchase the Equipment, upon giving written notice to Lessor at least 30
days before the date of purchase, at the following times and upon the following terms:

(i) On any Rental Payment Date, upon payment in full of the Rental Payment then due hereunder
plus all other amounts due hereunder plus the then-applicable Purchase Price to Lessor; or

(ii) In the event of substantial damage to or destruction or condemnation (other than by Lessee or
any entity controlled by or otherwise affiliated with Lessee) of substantially all of the Equipment, on
the day Lessee specifies as the purchase date in Lessee’s notice to Lessor of its exercise of the
purchase option, upon payment in full of the Rental Payment and all other amounts then due
hereunder plus (A) the Purchase Price designated on the Payment Schedule for such purchase date if
such purchase date isa Rental Payment Date or the Purchase Price for the immediately preceding
Rental Payment Date if such purchase date is not a Rental Payment Date, and (B)ifsuch day is nota
Rental Payment Date, an amount equal to the portion of the interest component of the Rental Payment
scheduled to come due on the following Rental Payment Date accrued from the immediately preceding

Rental Payment Date to such purchase date, computed on the basis of a 360-day year of twelve 30-day
months.

Upon the exercise of the option to purchase set forth above, title to the Equipment will be vestedin
Lessee, free and clear of any claim by or through Lessor.

(b) In the event monies remain in any escrow fund established under an escrow agreement, upon receipt
by the escrow agent under such escrow agreement of a duly executed certificate of acceptance and
payment request identified as the final such request, the remaining monies in such escrow fund shall,
first be applied to all reasonable fees and expenses incurred by such escrow agent, if applicable, in
connection with such escrow fund as evidenced by its statement forwarded to Lessor and Lessee; and,
second be paid to Lessor, for application against the outstanding principal components of Rental
Payments, including pre payment of Rental Payments hereunder, unless Lessor directs that payment of
such amount be made in such other manner that, in the opinion of nationally recognized counsel in the
area of tax exempt municipal obligations satisfactory to Lessor, will not adversely affect the exclusion of
the interest components of Rental Payments from grossincome for federal income tax purposes. If any
such amount is applied against the outstanding principal components of Rental Payments, the Payment
Schedule attached hereto will be revised accordingly.

Section 32. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine
that the Rental Payments hereunder during the Original Term and each Renewal Term represent the fair
value of the use of the Equipment and that the amount required to exercise Lessee’s option to purchase
the Equipment pursuant to Section 31 represents, as ofthe end of the Original Term or any Renewal
Term, the fair purchase price of the Equipment. Lessee hereby determines that the Rental Payments do
not exceed a reasonable amount so as to place Lessee under a practical economic compulsion to renew
this Agreement or to exercise its option to purchase the Equipment hereunder. In making such
determinations, Lessee and Lessor have given consideration to (a) the costs of the Equipment, (b) the uses
and purposes for which the Equipment will be employed by Lessee, (c) the benefit to Lessee by reason of
the acquisition and installation of the Equipment and the use of the Equipment pursuant to the terms
and provisions of this Agreement, and (d) Lessee’s option to purchase the Equipment. Lessee hereby
determines and declares that the acquisition andinstallation of the Equipment and the leasing of the
Equipment pursuant to this Agreement willresult in equipment of comparable quality and meeting the
same requirements and standards as would be necessary if the acquisition and installation of the
Equipment were performed by Lessee other than pursuant to this Agreement. Lessee hereby determines
and declares that the Maximum Lease Term does not exceed the useful life of the Equipment.

Section 33. Assignment by Lessor. Lessor’s interest in, to and under this Agreement and the
Equipment may be assigned and reassignedin whole or in part to one or more assignees by Lessor
without the necessity of obtaining the consent of Lessee; and such assignment, transfer or conveyance
shall be made only to (i) an affiliate of Lessor or (ii) banks, insurance companies or other financial
institutions or their affiliates, but no such assignment, transfer or conveyance shall be effective as
against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the
name(s) and address(es) of the assignee(s) or the Lease Servicer (as hereafter provided). Nothing herein
shall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this
Agreement to one or more entities listed in (i) or (ii); provided that if such assignmentis made pursuant
to a participation, custodial or similaragreement under which multiple ownership interests in this
Agreement are created, it shall establish a single entity, owner, servicer or other fiduciary or agent to act
on behalf of all of the holders of such participation interests (herein referred to as the “Lease Servicer”)
with respect to the rights and interests of such holders hereunder, including the exercise of rights and
remedies thereunder upon the occurrence of an event of default or an event of non-appropriation, and
furtherincluding the maintenance ofa register by which a record of the names and addresses of such
holders as of any particular time is kept and agrees, upon request of Lessee, to furnish such
information to Lessee. Lessee will retain all notices of assignment as a register of all assignees and will
make all payments to the assignee, assignees or Lease Servicer designatedin such register. Lessee
agrees to execute all documents, including notices of assignment and chattel mortgages or financing
statements that may be reasonably requested by Lessor or any assignee to protect its interest in the
Equipment andin this Agreement and agrees to the filing of financing statements with respect to the
Equipment and this Agreement. Lessee will not have the right to and will not assert against any
assignee any claim, counterclaim, defense, set-off or other right Lessee may have against Lessor.

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Section 34. Assignment and Subleasing by Lessee. None of Lessee’s right, title andinterestin, to and
under this Agreement and the Equipment may be assigned or encumbered by Lessee for any reason,
except that Lessee may sublease allor part of the Equipment if Lessee obtains the prior written consent of
Lessor and an opinion of nationally recognized counselin the area of tax exempt municipal obligations
satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest
components ofthe Rental Payments from gross income for federal income tax purposes. Any such
sublease of all or part of the Equipment will be subject to this Agreement and the rights of Lessor in, to
and under this Agreement and the Equipment.

Section 35. Events of Default Defined. Subject to the provisions of Section 8, any of the following will
be “Events of Default” under this Agreement:

(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the
time specified herein;

(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be
observed or performed, other than as referred to in Section 35(a), for a period of 30 days after written
notice, specifying such failure and re questing thatit be remedied, is given to Lessee by Lessor, unless
Lessor will agree in writing to an extension of such time prior to its expiration; provided, however, if the
failure statedin the notice cannot be corrected within the applicable pe riod, Lessor will not unreasonably
withholdits consent to an extension of such time ifcorrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected;

(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its
execution, delivery or performance will prove to have been false, incorrect, misleading or breached in any
material respect on the date when made;

(d) Any provision of this Agreement will at any time for any reason cease to be valid and binding on
Lessee, or will be declared to be null and void, or the validity or enforceability thereof will be contested by
Lessee or any governmental agency or authority if the loss of such provision would materially adversely
affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation
under this Agreement;

(e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of
Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its
inability generally to pay its debts as they become due, (iii) make a generalassignment for the benefit of
creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file
a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement
with creditors or taking advantage of any insolvency law or any answer admitting the material allegations
of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or

(f) An order, judgment or decree will be entered by any court of competent jurisdiction, approving a
petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of
the assets of Lessee, in each case withoutits application, approval or consent, and such order, judgment
or decree will continue unstayed and in effect for any period of 30 consecutive days.

Section 36. Remedies on Default. Whenever any Event of De fault exists, Lessor will have the right, at
its sole option without any further demand or notice, to take one or any combination of the following

remedial steps:

(a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by
Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;

(b) With or without terminating this Agreement, Lessor may enter the premises where the Equipment is
located and retake possession of the Equipment or require Lessee at Lessee’s expense to promptly return
any or all of the Equipment to the possession of Lessor ata place specified by Lessor, and sell or lease the
Equipment or, for the account of Lessee, sublease the Equipment, holding Lessee liable for the difference
between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable

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Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses
of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of
taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage,
auctioneers’ and attorneys’ fees) provided that the amount of Lessee’s liability under this subparagraph (b)
shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining
Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or
Renewal Term;

(c) Lessor may provide written notice of the occurrence of an Event of Default to the escrow agent under
any related escrow agreement, and the escrow agent shall thereupon prom ptly remit to Lessor the entire
balance of the escrow fund established thereunder; and

(d) Lessor may take whatever other action at lawor in equity may appear necessary or desirable to enforce
its rights as the owner of the Equipment.

In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all
le gal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the
enforcement of any of the remedies listed above or any other remedy available to Lessor.

Section 37. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor isintended
to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default will impair any such right or power or will be
construed to be a waiver thereof, but any such right and power may be exercised from time to time and as
often asmay be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this
Agreement it willnot be necessary to give any notice, other than such notice as may be required in this
Agreement.

Section 38. Notices. All notices, certificates or other communications hereunder will be sufficiently
given and will be deemed given when delivered or mailed by re gistered mail, postage pre paid, to the parties
at the addresses immediately after the signatures to this Agreement (or at such other address as either
party hereto will designate in writing to the other for notices to such party), to any assignee at its address
as it appears on the register maintained by Lessee.

Section 39. Binding Effect. This Agreement willinure to the benefit of and will be binding upon Lessor
and Lessee and their respective successors and assigns.

Section 40. Severability. In the event any provision of this Agreement will be held invalid or
unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision hereof.

Section 41. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and
Lessee.

Section 42. Amendments. This Agreement may be amended, changed or modifiedin any manner by
written agreement of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or
remedy hereunder must be affirmatively and expressly made in writing and will not be implied from
inaction, course of dealing or otherwise.

Section 43. Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which will be an original and all of which will constitute but one and the same
instrument.

Section 44. Captions. The captions or headingsin this Agreement are for convenience only andin no
way define, limit or describe the scope or intent of any provisions or sections of this Agreement.

Section 45. Applicable Law. This Agreement will be governed by and construed in accordance with the

laws of the State of New Hampshire, and any claim or action based upon this Agreement, any duty to be
performed hereunder, or whichis in any way referable hereto shall be brought in the New Hampshire

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Superior Court for the Southern Judicial District of Hillsborough County or the New Hampshire 9th
Circuit Court situatedin Nashua and not elsewhere.

Section 46. Electronic Transactions. The parties agree that the transaction described herein may be
conducted andrelated documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic
andvalid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.

Section 47. Lessee’s Notice Filings Related to this Agreement for SEC Rule 15c2-12. In
connection with Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing
Disclosure Agreement’) enteredinto by Lessee on and after February 27, 2019, pursuant to SEC Rule
15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”),
Lessor acknowledges that Lessee may be required to file with the Municipal Securities Rulemaking
Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice that Lessee has
incurred obligations under this Agreement and notice of certain subsequent events reflecting financial
difficulties in connection with this Agreement. Lessee agrees that it shall not file or submit, or permit to
be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive
or confidential information about Lessor or its affiliates: address and account information of Lessor or
its affiliate, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers,
employees and signatories of Lessor or its affiliates, or any account information for any related escrow
agreement, unless otherwise required for com pliance with the Rule or otherwise required by law. Lessee
acknowledges that Lessor is not responsible for Lessee’s com pliance or noncompliance with the Rule or
any Continuing Disclosure Agreement.

[Signature page follows. ]

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IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their corporate
names by their duly authorized officers as of the date first above written.

MUNICIPAL LEASING CONSULTANTS, LLC

By:
Name:

Title:

Address: 7 Old Town Lane, Grand Isle, VT 05458

CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF
OF NASHUA SCHOOL DISTRICT

By:
Name:

Title: Mayor

Address: 229 Main Street, Nashua, NH 03060

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan

Title: Chief Operating Officer

Address: 141 Ledge Street, Nashua, NH 03060

CERTIFICATION

I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement on
be half of Lessee and whose genuine signature appears thereon, is the duly qualified and acting officer of
Lessee as stated beneath his or her signature and has been authorized to execute the foregoing Agreement
on behalf of Lessee, and (ii) that the fiscal year of Lessee is from July 1 to June 30.

DATED: October 20, 2020.
By:

Name:
Title: City Clerk

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