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15 <br />NORTH CAROLINA MASTER AGREEMENT ADDENDUM <br />(North Carolina Local Government Leases) <br />Dated as of JUNE 18, 2012 <br />Master Lease - Purchase Agreement dated as of JUNE 18, 2012 <br />Lessee /Purchaser. ORANGE COUNTY BOARD OF EDUCATION <br />This Addendum is attached to and made a part of the Master Lease - Purchase Agreement identified above (the "Master <br />Agreement ") which is by and between the Lessee /Purchaser identified above (hereinafter, "Purchaser") and JPMorgan <br />Chase Bank, N.A. (hereinafter, "Chase "). Unless otherwise defined herein, terms defined in the Master Agreement will have <br />the same meaning when used herein. <br />1. Purchaser and Chase acknowledge that each of the transactions described in or covered by a Lease Schedule <br />(each a "Schedule ") to the Master Agreement are in the nature of an installment purchase of the Equipment. In order to <br />reflect that the transactions described in each Schedule are in the nature of an installment purchase of the Equipment <br />covered by each Schedule, Purchaser and Chase agree as follows: <br />(a) Each use of the word "Lessee" in the Master Agreement, each Schedule or in any document relating thereto is <br />changed to "Purchaser"; <br />(b) Each use of the word "Lessor" in the Master Agreement, each Schedule or in any document relating thereto is <br />changed to "Chase "; <br />(c) Each use of the word "Lease" in the Master Agreement, each Schedule or in any document relating thereto is <br />changed to "Installment Agreement"; <br />(d) Each use of the phrase "Lease Term" in the Master Agreement, each Schedule or in any document relating <br />thereto is changed to 'Installment Purchase Term "; and <br />(e) Each use of the phrase "Rent Payment" or "Rental Payment" in the Master Agreement, each Schedule or in any <br />document relating thereto is changed to "Installment Payment ", and each use of the phrase "Rent Payments" or <br />"Rental Payments" in the Master Agreement, each Schedule or in any document relating thereto is changed to <br />"Installment Payments ". <br />2. Notwithstanding anything to the contrary, expressed or implied, in sections 6.1 or 6.2 of the Master Agreement, <br />Chase expressly acknowledges and agrees that all Installment Payments due and payable under each Schedule shall be <br />payable solely from appropriations made for such purpose by Purchaser's governing body. <br />3. Purchaser's obligations to pay any amount to Chase under Section 13.3 or Section 20(a) of the Master Agreement <br />are subject to the terms and conditions of Sections 6.1 and 6.2 of the Master Agreement; and Chase agrees that said <br />payment obligations shall not be general obligations of Purchaser and said payment obligations shall not constitute a pledge <br />of either the full faith and credit of Purchaser or the taxing power of Purchaser. <br />4. To the extent required by N. C. General Statute Section 160A -20, and notwithstanding anything to the contrary, <br />expressed or implied, in section 20 of the Master Agreement, Chase agrees that in any action or proceeding relating to an <br />event of default under a Schedule or the Master Agreement as it relates to the Schedule, no deficiency judgment may be <br />rendered against Purchaser for amounts that may be owed by Purchaser under the Schedule and the Master Agreement as <br />it relates to the Schedule when the proceeds of the sale or other disposition of the Equipment covered by the Schedule are <br />not sufficient to pay in full the amounts due under the Schedule and the Master Agreement as it relates to the Schedule. <br />5. Except as expressly amended hereby, all of the terms and conditions of the Master Agreement remain in full force <br />and effect. The terms and condition of the Master Agreement as amended hereby remain legal, valid and binding obligations <br />of Purchaser which are enforceable by Chase against Purchaser in accordance with their terms. <br />(NC MLPA ADDENDUM) 1 <br />