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<br />CHASE0
<br />This instrument has been preaadited in the manner required by the Local Government Budget and Fiscal Control Act.
<br />Finance Officer
<br />MASTER LEASE - PURCHASE AGREEMENT
<br />Dated As of: JUNE 18, 2012
<br />Lessee: ORANGE COUNTY BOARD OF EDUCATION
<br />This Master Lease- Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time
<br />be amended, modified or supplemented ( "Master Lease ") is made and entered by and between JPMORGAN CHASE BANK, N.A.
<br />( "Lessor ") and the lessee identified above ( "Lessee ").
<br />1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee
<br />agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor.
<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, riders,
<br />attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and
<br />Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and
<br />conditions of the Master Lease. (b) "Lease" means any one Schedule and this Master Lease as incorporated into said Schedule. (c)
<br />"Equipment" means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs,
<br />improvements, replacements and substitutions thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance,
<br />judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.
<br />3. LEASE TERM. The term of the lease of the Equipment described in each Lease ( "Lease Term ") commences on the first date any
<br />of such Equipment is accepted by Lessee pursuant to Section 5 hereof or on the date specified in the Schedule for such Lease and,
<br />unless earlier terminated as expressly provided in the Lease, continues until Lessee's payment and performance in full of all of
<br />Lessee's obligations under the Lease.
<br />4. RENT PAYMENTS.
<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 the
<br />Payment Schedule attached to the Schedule ( "Rent Payments "). A portion of each Rent Payment is paid as and represents the payment
<br />of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to pay Rent Payments including interest
<br />therein accrues as of the Accrual Date stated in the Schedule or its Payment Schedule; provided, that no Rent Payment is due until
<br />Lessee accepts the Equipment under the Lease or the parties execute an escrow agreement. Rent Payments will be payable for the
<br />Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to
<br />time in writing).
<br />4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay Lessor on
<br />demand as a late charge five per cent (5 %) of such overdue amount, limited, however, to the maximum amount allowed by law.
<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..
<br />5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
<br />5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the
<br />Schedule ( "Location ") by Equipment suppliers ( "Suppliers ") selected by Lessee. Lessee shall pay all costs related thereto.
<br />5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of
<br />any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding
<br />Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule
<br />( "Purchase Price ") to the applicable Supplier.
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