Board Of Aldermen

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

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

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

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.

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

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.

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 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

(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.

substantially all the Equipment, which needis not temporary or expected to diminish in the foreseeable
future. The Equipment will be used by Lessee only for the purpose of performing one or more of Lessee’s
governmental or proprietary functions consistent with the permissible scope of Lessee’s authority.