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HomeMy WebLinkAbout85-0805 First National Bank �5 .0%05 f r . EQUIPMENT LEASE/PURCHASE AGREEMENT Dated as of August 5, 1985 Between THE FIRST NATIONAL BANK OF ELGIN LESSOR And CITY OF ELGIN, ILLINOIS, a Municipal Corporation LESSEE Ai f' • 1 A TABLE OF CONTENTS Section Heading 1 . Lease and Delivery of Equipment 1 . 1 Lease of Equipment 1 . 2 Lease Supplements 2 . Rentals and Payment Dates 2 . 1 Fixed Rental and Payment Dates 2 . 2 Place and Manner of Rent Payment 2 . 3 Net Lease 3 . Term of the Lease 4 . Ownership and Marking of Equipment 4 . 1 Retention of Title 4 . 2 Equipment Personal Property 5 . Disclaimer of Warranties 6 . Lessee ' s Indemnity 6 . 1 Scope of Indemnity 6 . 2 Continuation of Indemnities and Assumptions 7 . Risk of Loss , Repairs , Damage and Destruction; Modifications 7 . 1 Risk of Loss , Repairs , Damage and Destruction 7 . 2 Replacement of Parts 7 . 3 Required Alterations 7 . 4 Optional Alterations 7 . 5 Title to Parts 8 . Location and Use 9 . Liens on the Equipment 10 . Filing; Payment of State and Local Taxes 10 . 1 Filing 10 . 2 Payment of State and Local Taxes 11 . Insurance ; Payment for Casualty Occurrence and Early Termination • t , 11 . 1 Insurance 11 . 2 Duty of Lessee to Notify Lessor 11 . 3 Sum Payable for Casualty Loss 11 . 4 Rent Termination 11 . 5 Casualty Value 11 . 6 Risk of Loss 11 . 7 Eminent Domain 11 . 8 Unserviceable Unit 11 . 9 Disposition Following Early Termination 11 . 10 Application of Proceeds 12 . Maintenance and Servicing; Assignment of Warranties ; Inspection Rights 12 . 1 Maintenance and Servicing; Assignment of Warranties 12 . 2 Lessor ' s Inspection Rights 13 . Purchase of Equipment upon Expiration of Term 14 . Default 14 . 1 Events of Default 14 . 2 Remedies 14 . 3 Cumulative Remedies 14 . 4 Lessor ' s Failure to Exercise Rights 15 . Return of Equipment upon Default 15 . 1 Lessee ' s Duty to Return 15 . 2 Specific Performance 15 . 3 Lessor Appointed Lessee ' s Agent 16 . Assignments by Lessor 17 . Assignments by Lessee; Use and Possession 17 . 1 Lessee ' s Rights to the Equipment 17 . 2 Merger , Consolidation or Acquisition of Lessee 18 . Right of First Refusal ; Renewal Options 18 . 1 Renewal Options 18 . 2 Purchase Options 18 . 3 Fair Rental Value and Fair Market Values 18 . 4 Delivery of Equipment 19 . Interest on Overdue Rentals and Amount Paid by Lessor 20 . Miscellaneous 20 . 1 Notices 20 . 2 Right of Lessor to Perform 20 . 3 Execution in Counterparts 20 . 4 Law Governing 20 . 5 Headings and Table of Contents 20 . 6 Severability Attachments to Equipment Lease : Schedule A - Lease Supplement Schecule B - Schedule of Casualty Value Schedule C - Schedule of Termination Value t 4 EQUIPMENT LEASE/PURCHASE AGREEMENT THIS EQUIPMENT LEASE dated as of _August 5. 1985 between THE FIRST NATIONAL BANK OF ELGIN, 6 Fountain Square Plaza, Elgin, Illinois ( the "Lessor" ) and CITY OF ELGIN, Illinois , a municipal corporation, ( the Lessee" ) . SECTION 1 . LEASE AND DELIVERY OF EQUIPMENT. 1 . 1 Lease of Equipment . The Lessor hereby agrees to lease and let to the Lessee each item of equipment ( individually, "Item" or "Item of Equipment , " and collectively "Items" or "Equipment" ) from time to time described in a Lease Supplement (hereinafter referred to) and the Lessee hereby agrees to hire each Item from the Lessor for the rent and the lease term set forth in such Lease Supplement and on and subject to the terms and conditions hereinafter set forth. 1 . 2 Lease Supplements . On or prior to the commence- ment of the lease term with respect to each Item of Equipment , the Lessee agrees that it will enter into a Lease Supplement with the Lessor substantially in the form attached hereto as Exhibit A ( "Lease Supplement" ) , which Lease Supplement shall describe such Item, shall set forth the Lessor ' s Cost thereof ( the "Lessor ' s Cost" ) , the amount of rent payable with respect thereto , the dates in which such rent is payable and the term of the Lease with respect to such Item and shall state and represent that such Item of Equipment is free and clear of all liens or encumbrances , except liens and encumbrances expressly permitted by the terms of this Lease. SECTION 2 . RENTALS AND PAYMENT DATES. The Lessee agrees to pay the Lessor the following rents for the Equipment : 2 . 1 Fixed Rental and Payment Dates . The Lessee agrees that it will pay the Lessor fixed rental ( "Fixed Rental" ) for each Item of Equipment (over and above all other sums to be paid by the Lessee as hereinafter set forth) in the amount and on the rent payment dates set forth in the Lease Supplement covering such Item. If any of the rent payment dates is not a business day, the rent payment otherwise payable on such date shall be payable on the next succeeding business day. For purposes of this Lease, the term "business day" means calendar days , excluding Saturdays , Sundays and holidays on which banks in the State of Illinois are authorized or required to close. 1 p r 2 . 2 Place and Manner of Rent Payment . The payments to be made by the Lessee under this Lease shall be made as follows : (a) Each installment of Fixed Rental shall be paid to the Lessor at the address thereof provided for notice in Section 20 . 1 hereof ; provided that in the event either the Lessor or any assignee of the Lessor pursuant to Section 16 hereof ( the "Assignee" ) shall notify the Lessee in writing that the right to receive payment of such installment shall have been assigned in accordance with Section 16 hereof , the Lessee shall make such payment to the place designated in such notice or as otherwise designated from time to time in writing by such Assignee. (b) The entire amount of any payment of Casualty Value or Termination Value pursuant to Section 11 hereof shall be paid to the Lessor by a check drawn on a bank located in the continental United States and forwarded to the Lessor in the manner provided for notice in Section 20 . 1 hereof ; provided that in the event either the Lessor or the Assignee shall notify the Lessee in writing that the right to receive payment of such Casualty Value or Termination Value shall have been assigned in accordance with Section 16 hereof , the Lessee shall make such payment by such check in the manner designated in such notice or as otherwise designated from time to time in writing by such Assignee; (c) The amount of any payment owing to the Lessor pursuant to Sections 6, 10. 2 , 11 . 1 (with respect to public liability insurance) or 20 . 2 hereof shall be made directly to the Lessor without regard to the assignment of this Lease pursuant to Section 16 hereof ; (d) The amount of any interest due in respect of the late payment of any rentals or other amounts pursuant to Section 19 hereof shall be paid to the party and in the manner herein provided to receive said rental or other amount ; and ( e) All payments other than those above specified shall be made by the Lessee directly to the party to receive the same unless any such payment has previously been made by the Lessor or the 2 Assignee, in which case the Lessee shall reimburse the Lessor or the Assignee, as the case may be , directly for such payment . The Lessee agrees that it will make payments due hereunder to Lessor at the address or at such other address as the Lessee shall have been previously advised in writing . 2 . 3 Net Lease . This Lease is a net lease and the Lessee ' s obligation to pay all Fixed Rental and other amounts payable hereunder shall be absolute and unconditional under any and all circumstances and, without limiting the generality of the foregoing, the Lessee shall not be entitled to any abatement of rent or reduction thereof or setoff against rent , including , but not limited to, abatements , reductions or setoffs due to any present or future claims of the Lessee against the Lessor under this Lease or otherwise or against any Assignee; nor, except as otherwise expressly provided herein, shall this Lease terminate , or the respective obligations of the Lessor or the Lessee be otherwise affected, by reason of any defect in or damage to or loss or destruction of all or any of the Equipment from whatsoever cause , the taking or requisitioning of the Equipment by condemnation or otherwise , the lawful prohibition of the Lessee ' s use of the Equipment , the interference with such use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this Lease , or lack of right , power or authority of the Lessor to enter into this Lease, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the rents and other amounts payable by the Lessee hereunder shall continue to be payable in all events unless the obligation to pay the same shall be terminated pursuant to Section 11 hereof , or until , pursuant to Section 13 hereof , the Equipment has been returned to the possession of the Lessor ( for all purposes of this Lease any Item of Equipment shall not be deemed to have been returned to the Lessor ' s possession until all of the Lessee 's obligations with respect to the return, transportation and storage thereof have been performed) . To the extent permitted by applicable law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it , by statute or otherwise , to terminate, cancel , quit or surrender the lease of any of the Items of Equipment except in accordance with the express terms hereof . Each rental or other payment made by the Lessee hereunder shall be final and the Lessee shall not seek to recover all or any part of such payment from the Lessor or the Assignee for any reason whatsoever . 3 SECTION 3 . TERM OF THE LEASE . The term of this Lease as to each Item of Equipment shall commence on the date the Item is delivered to and accepted by the Lessee and, subject to the provisions of Sections 11 , 14 and 18 hereof , shall terminate on the date set forth in the Lease Supplement pertaining to such Item. SECTION 4 . OWNERSHIP AND MARKING OF EQUIPMENT . 4 . 1 Retention of Title . The Lessor, as between the Lessor and the Lessee, shall and hereby does retain full legal title to the Equipment notwithstanding the delivery thereof to and possession and use thereof by the Lessee . 4 . 2 Equipment Personal Property. It is expressly represented and warranted by the Lessee that each Item of Equipment is and shall be and remain personal property notwithstanding the manner in which such Item of Equipment may be attached or affixed to realty, and that upon termination of this Lease with respect to such Item of Equipment , the Lessee shall have the duty in accordance with Section 13 hereof , and the Lessor shall have the right , to remove such Item of Equipment from the premises whereon the same is located , whether or not affixed or attached to the realty or any building, at the sole cost and expense of the Lessee . The Lessor shall not be liable for , and the Lessee hereby indemnifies each Indemnitee as defined in Section 10. 2 hereof from any claim, loss or liability resulting from, any damage caused to the realty or any building by the removal of such Item of Equipment except as may result from the wrongful act of the Lessor , provided that the Lessee shall not be required to indemnify any Indemnitee against any claim, loss or liability resulting from the wilful misconduct or the gross negligence of such Indemnitee. SECTION 5 . DISCLAIMER OF WARRANTIES . THE LESSEE ACKNOWLEDGES AND AGREES THAT ( i ) THE LESSEE SHALL HAVE THE SOLE DUTY AND RESPONSIBILITY TO ARRANGE FOR DELIVERY OF EACH ITEM AND THE LESSOR SHALL HAVE NO DUTY OR OBLIGATION WITH RESPECT THERETO , ( ii ) EACH ITEM IS OF A SIZE , DESIGN, CAPACITY AND MANUFACTURE SELECTED BY THE LESSEE, ( iii ) THE LESSEE IS SATISFIED THAT EACH ITEM IS SUITABLE FOR ITS PURPOSES , ( iv) THE LESSOR IS NOT A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND , (v) EACH ITEM IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECOME SUBJECT TO THIS LEASE , WITHOUT 4 REPRESENTATION OR WARRANTY OF ANY KIND BY THE LESSOR, AND (vi ) AS BETWEEN THE LESSOR AND THE LESSEE , THE LESSOR LEASES EACH ITEM, AS-IS WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED BY EITHER THE LESSOR, AS TO (A) THE FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY ITEM OR ITEMS OF EQUIPMENT , (B) THE LESSOR ' S TITLE THERETO, ( C) THE LESSEE ' S RIGHT TO THE QUIET ENJOYMENT THEREOF , (D) THE DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE EQUIPMENT , OR ( E) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS , AS BETWEEN THE LESSOR AND THE LESSEE , ARE TO BE BORNE BY THE LESSEE . The Lessor hereby appoints and constitutes the Lessee its agent and attorney-in-fact during the term of this Lease to assert and enforce , from time to time , in the name and for the account of the Lessor and the Lessee, as their interests may appear , but in all cases at the sole cost and expense of the Lessee, whatever claims and rights the Lessor may have as owner of the Equipment against the manufacturer thereof ; provided, however , that if at any time an Event of Default shall have occurred and be continuing, the Lessor may assert and enforce , at the Lessee ' s sole cost and expense , such claims and rights . The Lessor shall have no responsibility or liability to the Lessee or any other person with respect to any of the following: ( i ) any liability, loss or damage caused or alleged to be caused directly or indirectly by any Item of Equipment or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; ( ii ) the use , operation or performance of any Item of Equipment or any risks relating thereto ; ( iii ) any interruption of service , loss of business or anticipated profits or consequential damages ; or ( iv) the delivery, operation, servicing, maintenance , repair , improvement or replacement of any Item of Equipment . SECTION 6. LESSEE' S INDEMNITY. 6 . 1 Scope of Indemnity. The Lessee shall defend, indemnify and save harmless the Lessor and the Assignee and their respective successors and assigns from and against : (a) any and all loss or damage to the Equipment , usual wear and tear excepted; and (b) any claim, cause of action, damages , liability, cost or expense ( including, without limitation, counsel fees and costs in connection therewith) which may be incurred in any manner by or for the account of any of them ( i ) relating to this Lease and the transactions contemplated hereby, ( ii ) relating to any Item of Equipment or any part thereof , including, without limitation, the 5 construction, purchase, delivery, acceptance , rejection, ownership, sale , leasing, return or storage of any Item of Equipment or as a result of the use , maintenance , repair, replacement , operation or the condition thereof (whether defects are latent or discoverable by the Lessee or any indemnified party) , ( iii ) by reason or as the result of any act or omission (whether negligent or otherwise) of the Leasee for itself or as agent or attorney-in-fact for the Lessor hereunder, ( iv) as a result of claims for patent , trademark or copyright infringements , or (v) as a result of claims for negligence or strict liability in tort . The indemnities and assumptions of liabilities set forth in this Section 6 . 1 do not guarantee to any party at any time a residual value in the Equipment nor do they guarantee the payment of the Notes or any interest accrued thereon. 6 . 2 Continuation of Indemnities and Assumptions . The indemnities and assumptions of liability in this Section 6 contained shall continue in full force and effect notwithstanding the termination of this Lease, or the termination of the term hereof in respect of any one or more Items of Equipment , whether by expiration of time, by operation of law or otherwise; provided, however , that such indemnities and assumptions of liability shall not apply in respect of any matters referred to in subsection (a) or clause ( i ) , ( ii ) , ( iii ) or ( iv) of subsection (b) of Section 6 . 1 hereof , occurring after the termination of this Lease , except for any such matters occurring after the termination arising in connection with the Lessee ' s assembling, delivering, storing or transporting of the Equipment as provided herein. The Lessee shall be entitled to control , and shall assume full responsibility for, the defense of such claim or liability. SECTION 7 . RISK OF LOSS , REPAIRS, DAMAGE AND DESTRUCTION; MODIFICATIONS. 7 . 1 Risk of Loss, Repairs, Damage and Destruction. The Lessee shall bear the risk of damage, loss , theft or destruction, partial or complete, of each Item of Equipment from whatsoever source arising (whether or not any insurance proceeds are payable in respect of , or are sufficient to cover , such damage , loss , theft or destruction) and any and all replacements , repairs or substitutions of parts of such Item of Equipment shall be at the cost and expense of the Lessee and shall constitute accessions to the Item of Equipment and the title thereto shall 6 vest and remain in the Lessor . The Lessee shall at all times , at its own expense, keep each Item of Equipment in good and efficient working order , condition and repair , ordinary wear and tear excepted, and will comply with such operating or repair standards and periodic maintenance inspections as are required to enforce warranty claims against manufacturers or subcontractors in respect of such Item of Equipment or which are otherwise established by such manufacturers or subcontractors as normal operating procedures or as are required by any governmental commission, board or other authority having jurisdiction. 7 . 2 Replacement of Parts . The Lessee at its sole cost and expense, will promptly replace all appliances , parts , instruments , appurtenances , accessories , furnishings and other equipment of whatever nature (herein collectively called "Parts" ) which may from time to time be incorporated or installed in or attached to any Item of Equipment and which may from time to time become worn out , lost , stolen, destroyed, seized, confiscated, damaged beyond repair or permanently rendered unfit for use by damage or obsolescence . All replacement Parts shall be free and clear of all liens and rights of others except Permitted Encumbrances and shall be in as good operating condition as , and shall have a value and utility at least equal to, the Parts replaced, assuming such replaced Parts were in at least the condition and repair required to be maintained by the terms of this Lease. All Parts at any time removed from such Item of Equipment shall remain the property of the Lessor, no matter where located, until such time as such Parts shall be replaced by Parts which have been incorporated or installed in or attached to such Item of Equipment and which meet the requirements for replacement Parts specified above . Immediately upon any replacement Part becoming incorporated or installed in or attached to any Item of Equipment as above provided, without further act : (a) Title to the removed Part shall thereupon vest in such person as shall be designated by the Lessee , free and clear of all rights of Lessor ; (b) Title to such replacement Part shall there upon vest in the Lessor ; and (c) Such replacement Part shall become subject to this Lease and be deemed part of such Item of Equipment , for all purposes hereof to the same extent as the Part originally incorporated or installed in such Item of Equipment . 7 L, J 7 . 3 Required Alterations . The Lessee , at its sole cost and expense , shall make such alterations , modifications and additions (herein for the purpose of this Section 7 collectively called "Alterations" ) to each Item of Equipment as may be required from time to time to meet the requirements of applicable law or of any Federal , state or local governmental authority having jurisdiction. 7 . 4 Optional Alterations . In addition to the fore- going , the Lessee at its own expense , may make such alterations to any Item of Equipment as the Lessee may deem desirable in the proper conduct of its business ; provided that any such alteration made by the Lessee pursuant to this paragraph shall not diminish the value , utility or condition of such Item of Equipment below the value , utility and condition thereof immediately prior to such alteration, assuming such Item of Equipment were then in at least the condition and repair required to be maintained by the terms of this Lease; provided further that no Part which cannot be readily removed from such Item of Equipment without materially damaging such Item of Equipment or diminishing or impairing the value , utility or condition of such Item of Equipment shall be installed without the prior written consent of the Lessor . 7 . 5 Title to Parts . (a) Title to all Parts incorpor- ated or installed in or attached to any Item of Equipment shall without further act vest in the Lessor and shall be deemed to constitute a part of such Item of Equipment in the following cases : ( i ) Such Part is in replacement of or in substitution for , and not in addition to , any Part originally incorporated or installed in or attached to such Item of Equipment at the time of the acceptance thereof hereunder or any Part in replacement of , or substitution for, any such original Part ; ( ii ) Such Part is required to be incorporated or installed in or attached to such Item of Equipment pursuant to the terms of Sections 7 . 1 , 7 . 2 or 7 . 3 ; or ( iii ) Such Part cannot be readily removed from such Item of Equipment without materially damaging such Item of Equipment or diminishing or impairing the value or utility which such Item of Equipment would have had at such time had such Part not been so incor- porated or installed. 8 (b) Except as provided in clause (a) above , all Parts attached to any Item of Equipment as the result of Alterations shall be and remain the property of the Lessee. SECTION 8 . LOCATION AND USE. The Lessee agrees that the Equipment will be used solely in the conduct of its business and will at all times be and remain in the possession and control of the Lessee at 150 Dexter Court , Elgin, Illinois ( the "Site" ) or at such other place in the continental United States as the Lessor and the Assignee may consent to in writing (which consent shall not be unreason- ably withheld) . Such prior written consent shall be given only if , in the event of any removal of any Item of Equipment to any location other than the Site, whether within or without the State of Illinois , the Lessee shall deliver to the Lessor and the Assignee prior to such removal an opinion of counsel satisfactory to the Lessor and the Assignee that such removal will not impair or adversely affect the ownership of such Item of Equipment by the Lessor or the security interest granted by the security agreement ( the "Security Agreement" ) entered into by the Lessor with the Assignee in connection with any assignment pursuant to Section 16 hereof , that all necessary recordings or filings ( including financing statements and continuation statements under any applicable Uniform Commercial Code) have been duly made in the public offices wherein such recordings or filings are necessary to protect the right , title and interest of the Lessor under this Lease and the security interest granted by the Security Agreement and that all fees , taxes and charges payable in connection therewith have been paid in full by the Lessee . The Lessee warrants that each Item of Equipment will at all times be used and operated under and in compliance with all contracts or agreements applicable to use or operation of such Item of Equipment to which the Lessee is a party or by which the Lessee is bound and under and in compliance with the laws of the jurisdiction in which they may be operated , and in compliance with all lawful acts , rules , regulations and orders of any commissions , boards or other legislative , executive or judicial bodies or officers having power to regulate or supervise the use of such property. SECTION 9 . LIENS ON THE EQUIPMENT. The Lessee shall pay or satisfy and discharge any and all claims against , through or under the Lessee and its succes- sors or assigns which, if unpaid, might constitute or become a lien or a charge upon any Item of Equipment , and any liens or charges which may be levied against or imposed upon any Item of 9 � S Equipment as a result of the failure of the Lessee to perform or observe any of its covenants or agreements under this Lease and any other liens or charges which arise by virtue of claims against , through or under any other party other than the Lessor . Without limiting the foregoing, the Lessee covenants and agrees that it will keep each Item of Equipment free and clear of any liens , rights of distraint , charges , encumbrances or claims of the owner or owners of any interest in the real estate on which any Item of Equipment may from time to time be located and any purchaser of or present or future creditor obtaining a lien on such real estate, and will obtain and deliver concurrently with delivery of the Equipment such waivers of any of the foregoing in recordable form satisfactory to the Lessor as are necessary to so maintain such Item of Equipment free and clear as aforesaid . The Lessee ' s obligations under this Section 9 shall survive the termination of this Lease . SECTION 10 . FILING; PAYMENT OF STATE AND LOCAL TAXES . 10 . 1 Filing. The Lessee agrees to make all necessary recording or filings ( including financing statements and continu- ation statements under any applicable Uniform Commercial Code) and in such places within or without the United States as the Lessor or the Assignee may reasonably request and will furnish the Lessor and the Assignee proof thereof . The Lessee will , from time to time, do and perform any other act and will execute, acknowledge , deliver , file , register and record any and all further instruments required by law or reasonably requested by the Lessor or the Assignee, for the purpose of protecting the Lessor ' s title to, or the Assignee ' s security interest in, any Item of Equipment to the satisfaction of the Lessor or the Assignee or for the purpose of carrying out the intention of this Lease, and in connection with any such action, will deliver to the Lessor and the Assignee proof of such filings and an opinion of the Lessee 's counsel reasonably satisfactory to the Lessor and the Assignee that such action has been properly taken. The Lessee will pay all costs , charges and expenses incident to any such filing, refiling, recording and rerecording or depositing and redepositing of any such instruments or incident to the taking of such action. 10. 2 Payment of State and Local Taxes . All payments to be made by the Lessee hereunder will be free of expense to the Lessor and the Assignee and their respective successors and assigns ( the "Indemnities" ) for collection or other charges and will be free of expense to the Indemnitees with respect to any Impositions as hereinafter defined. As used in this Section 10 . 2 "Impositions" shall mean the amount of any local , state, Federal or foreign taxes , assessments or license fees and any charges , 10 fines or penalties in connection therewith which are imposed on or measured by this Lease or the receipt of sums pursuant hereto or the construction, installation, any sale , rental , use , payment , shipment , delivery or transfer of title in respect of the Equipment under the terms hereof or the Security Agreement including indemnification payments with respect to this Lease on payments pursuant to this Section 10 . 2 ; provided that , except with respect to indemnification payments hereunder or payments pursuant to this Section 10 . 2 , Impositions shall not include as to each respective Indemnitee : ( i ) United States Federal income tax liability and, to the extent that any respective Indemnitee receives credit therefor against its United States Federal income tax liability, any foreign income tax of such Indemnitee , payable by any respective Indemnitee in consequence of the receipt of payments provided herein; and ( ii) the aggregate of all franchise , gross receipts and other state and local taxes measured by net income based on such receipts , up to the amount in the aggregate of any such income and franchise taxes which would be payable to the state and city in which such Indemnitee has its principal place of business without apportionment to any other state , except any such tax which is in substitution for or relieves the Lessee from the payment of taxes which it would otherwise be obligated to pay or reimburse as herein provided. The Lessee agrees to pay, on demand, any and all Impositions . The Lessee will also pay promptly all Impositions which may be imposed upon any Item of Equipment or for the use or operation thereof or upon the earnings arising therefrom or upon any Indemnitee solely by reason of its interest with respect thereto and will keep at all times all and every part of such Item of Equipment free and clear of all Impositions which might in any way affect the interest of any Indemnitee therein or result in a lien upon any such Item of Equipment ; provided, however , that the Lessee shall be under no obligation to pay any Impositions so long as it is contesting in good faith and by appropriate legal proceedings such Impositions and the nonpayment thereof does not , in the reasonable opinion of the Indemnitee, adversely affect the interest of any Indemnitee hereunder or under the Security Agreement . If any Impositions shall have been charged or levied against any Indemnitee directly and paid by such Indemnitee after such Indemnitee shall have given written notice thereof to the Lessee and the same shall have remained unpaid for a period of ten business days thereafter , the Lessee shall reimburse such Indemnitee on presentation of invoice therefor. Prior to making such payment , such Indemnitee shall promptly notify the Lessee of the Impositions charged or levied, and the Lessee shall have the opportunity to contest in good faith and by appropriate legal proceedings such Impositions , at its sole expense. In the event any reports with respect to Impositions are required to be made on the basis of individual Items of 11 Equipment , the Lessee will either prepare and file such reports in such manner as to show as required the interests of each Indemnitee in such Items of Equipment or , if it shall not be permitted to file the same , it will notify each Indemnitee of such reporting requirements , prepare such reports in such manner as shall be satisfactory to each Indemnitee and deliver the same to each Indemnitee within a reasonable period prior to the date the same is to be filed. In the event that , during the continuance of this Lease , any Imposition accrues or becomes payable or is levied or assessed (or is attributable to the period of time during which this Lease is in existence) which the Lessee is or will be obli- gated to pay or reimburse , pursuant to this Section 10. 2 , such liability shall continue, notwithstanding the expiration of this Lease , until all such Impositions are paid or reimbursed by the Lessee . SECTION 11 . INSURANCE ; PAYMENT FOR CASUALTY OCCURRENCE AND EARLY TERMINATION. 11 . 1 Insurance . The Lessee agrees that it will at all times during the term of this Lease and during any storage period hereunder and at its own cost and expense keep each Item of Equipment insured against loss by fire , windstorm and explosion and with extended coverage and against such other risks as are customarily insured against by companies owning property of a similar character and engaged in a business similar to that engaged in by the Lessee at not less than the full insurable value (actual replacement value less actual physical deprecia- tion) thereof and in any event not less than the Casualty Value (as hereinafter defined) of such Item of Equipment as of the next following date of payment thereof . The Lessee will also maintain all such workmen' s compensation or similar insurance as may be required by law and will maintain general public liability insur- ance with respect to the Equipment against damage because of bodily injury, including death, or damage to property of others , such insurance to afford protection to the limit of not less than $ in the aggregate in any single occurrence. Any such insurance may have applicable thereto deductible provisions to no greater extent than in effect for insurance coverage for equip- ment similar to the Equipment owned by the Lessee and may be carried under blanket policies maintained by the Lessee so long as such policies otherwise comply with the provisions of this Section 11 . 1 ; provided that in no event shall the amount of any such deductible exceed $ All insurance shall cover the interest of the Lessor , the Lessee and the Assignee in the Equipment or , as the case may 12 be , shall protect the Lessor , the Lessee and the Assignee in respect of risks arising out of the condition, maintenance , use , ownership and operation of the Equipment and shall provide that losses , if any, in respect to the Equipment shall be payable to the Lessee and the Lessor as their respective interests may appear ; provided , however , that upon receipt by the Lessee of notice of the assignment of this Lease and the rents and other sums payable hereunder to the Assignee the Lessee shall cause the property insurance on the Equipment to provide that the losses , if any, shall be payable (except as provided below) to the Assignee under a standard lender 's loss payable clause satisfac- tory to the Assignee . All policies of insurance maintained pursuant to this Section shall provide that 30 days ' prior written notice of can- cellation shall be given to the Lessor and the Assignee and that such insurance as to the interest of the Lessor and the Assignee therein shall not be invalidated by any act or neglect of the Lessor , the Lessee or the Assignee or by any foreclosure or other remedial proceedings or notices thereof relating to the Equipment or any interest therein nor by any change in the title or ownership of the Equipment or any interest therein or with respect thereto or by the use or operation of the Equipment for purposes more hazardous than is permitted by such policy. No such policy shall require co-insurance . The loss , if any, shall be adjusted only with the approval of the Lessee , the Lessor and the Assignee. All such policies shall provide that the loss , if any, thereunder shall be adjusted and paid as provided in this Lease . The Lessee shall further furnish the Lessor and the Assignee with certificates or other satisfactory evidence of maintenance of the insurance re- quired hereunder and with respect to any renewal policy or policies shall furnish certificates evidencing such renewal prior to the expiration date of the original policy or policies . All insurance provided for in this Section shall be effective with insurance companies approved by the Lessor and the Assignee , which approval shall not be unreasonably withheld. The proceeds of any property insurance received by the Lessor or the Assignee will be paid to the Lessee either ( i ) upon a written application signed by the Lessee for payment of , or to reimburse the Lessee for payment of , the costs of repairing, restoring or replacing the Item of Equipment which has been lost , damaged or destroyed (which application shall be accompanied by satisfactory evidence of such cost and the completion of such repair , restoration or replacement and a supplement to the Security Agreement sufficient , as shown by an opinion of counsel , to grant a security interest in any additions to or substitutions for such Item of Equipment to the Assignee, which opinion shall 13 also cover the filing and/or recording of such supplement (or a financing statement or similar notice thereof if and to the extent permitted or required by applicable law) so as to perfect the security interest in such additions or substitutions , or in the alternative , an opinion that no such supplement is required for such purpose, or ( ii ) if this Lease is terminated with respect to such Item of Equipment because of the destruction thereof promptly upon payment by the Lessee of the Casualty Value ; provided that , if the Lessee is at the time of the appli- cation in default in the payment of any other liability of the Lessee to the Lessor hereunder, such proceeds may be applied against such liability; and provided further that the Lessor shall retain or be paid the proceeds of any property insurance to the extent such proceeds exceed the Casualty Value. 11 . 2 Duty of Lessee to Notify Lessor . In the event that any Item of Equipment shall be or become lost , stolen, destroyed, or , in the opinion of the Lessee , irreparably damaged during the term of this Lease or thereafter while such Item of Equipment is in the possession of the Lessee pursuant to Section 13 or 15 hereof , or shall be requisitioned or taken over by any governmental authority under the power of eminent domain or otherwise during the term of this Lease for a stated period which exceeds the then remaining term of this Lease (any such occurr- ence being hereinafter called a "Casualty Occurrence" ) , the Lessee shall promptly and fully (after it has knowledge of such Casualty Occurrence) inform the Lessor and the Assignee and shall pay the Casualty Value of such Item in accordance with the terms of Section 11 . 3 hereof . 11 . 3 Sum Payable for Casualty Loss . The Lessee , on the next succeeding rent payment date following its notice of a Casualty Occurrence with respect to any Item or Items of Equip- ment , shall pay to the Lessor the Fixed Rental installmnent due on such payment date for such Item of Equipment plus any rentals or other sums due on or prior to such date then remaining unpaid plus a sum equal to the Casualty Value of such Item of Equipment as of the date of such payment . 11 . 4 Rent Termination. Upon (and not until ) payment of all sums required to be paid pursuant to Section 11 . 3 hereof in respect of any Item or Items of Equipment , the obligation to pay rent for such Item or Items of Equipment accruing subsequent to the Casualty Value payment date shall terminate, but the Lessee shall continue to pay rent for all other Items of Equip- ment . 11 . 5 Casualty Value . The Casualty Value of each Item of Equipment shall be an amount determined as of the date the Casualty Value is paid as provided in this Section 11 (and not 14 the cjate of the Casualty Occurrence) equal to the auaiunt set forth in the schecIn le of Casualty Values attached hereto as Exhibit B. 11 . 6 Risk of Loss . The Lessee shall bear the risk of loss and , except as hereinabove in this Section 11 provided, shall not be released for its obligations hereunder in the event of any Casualty Occurrence to any Item of Equipment from and after the date hereof and continuing until payment of the Casualty Value and all Fixed Rental installments and other sums due on and prior to the date of payment of such Casualty Value in respect of such Item of Equipment has been made , such Item or the salvage thereof has been disposed of by the Lessee and the title to such Item or the salvage thereof and all risk of loss and liabilities incident to ownership have been transferred to the purchaser of such Item or the salvage thereof . 11 . 7 Eminent Domain. In the event that during the term of this Lease the use of any Item of Equipment is requisi- tioned or taken by any governmental authority under the power of eminent domain or otherwise for an indefinite period or for a stated period which does not exceed the term of this Lease , the Lessee ' s obligation to pay all installments of Fixed Rental and other sums shall continue for the duration of such requisitioning or taking . So long as no Event of Default , or event which with the lapse of time or giving of notice, or both, shall have occur- red and be continuing, the Lessee shall be entitled to receive and retain for its own account all sums payable for any such period by such governmental authority as compensation for requi- sition or taking of possession. 11 . 8 Unserviceable Unit . The Lessee may, upon not less than 90 days ' prior written notice to the Lessor and the Assignee , terminate this Lease with respect to all but not less than all of the Equipment as of any rent payment date occurring on or after the 60th rent payment date if the Equipment , in the good faith judgment of the Lessee (as determined by its [Board of Directors or President , any Vice President , its Treas- urer or its Secretary] ) shall have become obsolete or economic- ally unserviceable so as to be no longer useful in the conduct of the Lessee ' s business , upon payment to the Lessor of all Fixed Rental accrued to and including the rent payment date on which such termination is to become effective plus an amount equal to the Termination Value of the Equipment as of such termination date as set forth in the schedule of Termination Values attached hereto as Exhibit C opposite such date and all other sums then due and owing in respect of such Item. Such written notice shall designate the date on which termination is to become effective . Such notice shall also be accompanied by an officer ' s certificate 15 of the Lessee setting forth the determination by the [Board of Directors or President , any Vice President , the Treasurer or the Secretary] of the Lessee of obsolescence or economic unservice- ability of such Item. Interest rates or similar finance charges payable by the Lessee in connection with the acquisition of similar equipment under conditional sale contracts , leases or other arrangements for deferred payment of the purchase price thereof , shall be disregarded in determining whether such Item has become obsolete or economically unserviceable . 11 . 9 Disposition Following Early Termination. The Lessee shall , as agent for the Lessor , dispose of any Item of Equipment with respect to which a Casualty Occurrence has occurred or in respect of which the Lease has been terminated pursuant to Section 11 . 8 hereof , as promptly as possible for the best price obtainable. Any such disposition shall be on an "as- is , " and "where-is" basis specifically disclaiming any repre- sentation or warranty express or implied. The proceeds of such disposition shall be allocated and applied in the manner provided in Section 11 . 10 hereof . If this Lease has been terminated pur- suant to Section 11 . 8 hereof , neither the Lessee nor any affiliate of the Lessee shall be permitted to acquire any Item of Equipment by purchase , lease or otherwise for its own account or the account of any such affiliate . During the period from the date of the Casualty Occurrence or the giving of notice of termination pursuant to Section 11 . 8 hereof with respect to any Item until final disposition of such Item, the Lessee shall , as agent for the Lessor , use its best efforts to obtain cash bids for the purchase of such Item at the price available . The Lessee shall promptly certify to the Lessor in writing the amount of each bid received by the Lessee and the name and address of the party submitting each such bid. The costs and expenses of any such sale shall be borne by the Lessee . The Lessor may bid and purchase any such Item or obtain bids with respect thereto , but shall be under no duty to solicit bids , inquire into the efforts of the Lessee to obtain bids or otherwise take any action in connection with arranging such sale. The Lessee shall continue to remain obligated under this Lease in respect of each such Item until the date of disposition thereof pursuant hereto and the payment of Fixed Rental and any other sum due under this Lease in respect of such Item shall have been made. If for any reason any such Item is not disposed of pursuant to the terms hereof on or prior to the applicable date of termination, the decision of the Lessee to terminate this Lease pursuant to Section 11 . 8 shall be deemed to be null and void and the Lessee shall continue to remain obligated hereunder with respect to such Item. 11 . 10 Application of Proceeds . The Lessor shall be entitled to receive any proceeds of any award or other recovery received on account of a Casualty Occurrence, including any pro- 16 ceeds from the disposition of any Item and any proceeds from the disposition of any Item in respect of which this Lease shall be terminated pursuant to Section 11 . 8 hereof ; provided that unless an Event of Default shall have occurred and be continuing (a) the Lessee shall be entitled to credit for the amount of such pro- ceeds so received by the Lessor against the Lessee ' s obligation to pay the Casualty Value in repsect of such Item, and ( b) following the payment of such Casualty Value , the Lessor shall retain any such proceeds in excess thereof . SECTION 12 . MAINTENANCE AND SERVICING ; ASSIGNMENT OF WARRANTIES ; INSPECTION RIGHTS . 12 . 1 Maintenance and Servicing; Assignment of War- ranties . The Lessee agrees to pay all costs , expenses , fees and charges incurred in connection with the use and operation of each Item of Equipment during the term of the Lease with respect to such Item of Equipment , including but not limited to, repairs , maintenance, storage and servicing. If so provided in the Lease Supplement , the Lessor shall obtain a maintenance and servicing contract for each Item of Equipment on bahalf of the Lessee, and the Lessee shall reimburse the Lessor for the cost of such main- tenance and servicing contract as such costs are incurred by the Lessor, on presentation of invoice therefor ; provided , however , that any and all costs , expenses , fees and charges incurred in connection with the use and operation of each Item of Equipment during the term of the Lease with respect to such Item of Equip- ment , including but not limited to , repairs , maintenance , storage and servicing which are not covered by the maintenance and servicing contract shall be paid by the Lessee. The Lessor agrees that , so long as no default or Event of Default has occurred and is continuing, the Lessee shall have the benefit of and shall be entitled to enforce , either in its own name or in the name of the Lessor for the use and benefit of the Lessee , any and all dealer ' s , manufacturer ' s or subcontractor ' s warranties (whether express or implied) in respect of each Item of Equipment , and the Lessor agrees to execute and deliver such further documents and take such further action, at the Lessee ' s expense , as may be necessary to enable the Lessee to obtain such warranty service as may be furnished for such Item of Equipment by such dealer , manufacturer or subcontractor, provided that it shall indemnify the Lessor against any loss , claim, demand and expense including legal expenses resulting from such enforcement . The Lessor shall have no obligation or duty with respect to any of such matters . 12 . 2 Lessor 's Inspection Rights . The Lessor and the Assignee each shall have the right , at their respective sole cost and expense, by their respective authorized representative , to 17 inspect the Equipment and the Lessee ' s records with respect thereto , at such time as shall be reasonably necessary to confirm thereto the existence and proper maintenance of the Equipment during the continuance of this Lease. SECTION 13 . PURCHASE OF EQUIPMENT UPON EXPIRATION OF TERM. Upon the expiration of the term of this Lease the Lessee will complete the purchase of all Items of Equipment for the sum of one dollar . SECTION 14 . DEFAULT . 14 . 1 Events of Default . Any of the following events shall constitute an Event of Default hereunder : (a) Default shall be made in the payment of any part of the Fixed Rental or Casualty Value or Termina- tion Value provided in Section 2 or 11 hereof and such default shall continue for five days ; (b) Default shall be made in the payment of any other sum due and owing by the Lessee hereunder and such default shall continue for ten days ; (c) The Lessee shall make or permit any assignment or transfer of this Lease, or of possession of the Equipment , or any portion thereof not permitted by this Lease ; (d) Default shall be made in the observance or per- formance of any other of the covenants , conditions and agreements on the part of the Lessee contained herein and such default shall continue for 30 days after written notice from the Lessor to the Lessee, specifying the default and demanding the same to be remedied; (e) Any representation or warranty made by the Lessee herein or in any statement or certificate furn- nished to the Lessor or the Assignee pursuant to or in connection with this Lease is untrue or incorrect in any material respect as of the date of issuance or making thereof ; ( f ) Default shall be made in the observance or per- formance of any of the covenants and agreements of 18 the Lessee contained in Section 11 . 1 of this Lease ; (g) Any holder of Funded Debt (as defined below) of the Lessee or a trustee for such holder shall cause to be accelerated the payment thereof prior to its stated maturity or its regularly scheduled dates of payment , or any lessor or assignee thereof shall terminate or shall initiate appropriate proceedings to enforce any Capitalized Lease (as defined below) , in each such case upon the happening of a default or event , and following such giving of notice and/or the continuance of such period of time, if any, as shall permit such acceleration or termination or the initiation of such proceedings ; (h) A petition for reorganization under Title 11 of the United States Code (as now or hereafter con- stituted) shall be filed by or against the Lessee and, unless such petition shall have been dismis- sed, nullified , stayed or otherwise rendered ineffective (but then only so long as such stay shall continue in force or such ineffectiveness shall continue) , all the obligations of the Lessee under this Lease shall not have been and shall not continue to have been duly assumed in writing, pursuant to a court order or decree, by a trustee or trustees appointed (whether or not subject to ratification) in such proceedings in such manner that such obligations shall have the same status as expenses of administration and obligations incurred by such trustee or trustees , within 60 days after such petition shall have been filed; or ( i ) Any other proceedings shall be commenced by or against the Lessee for any relief which includes , or might result in, any modification of the obligations of the Lessee hereunder under any bankruptcy or insolvency laws , or laws relating to the relief of debtors , readjustment of indebted- ness , reorganizations , arrangements , compositions or extension (other than a law which does not permit any readjustment of such obligations ) , and , unless such proceedings shall have been dismissed, nullified , stayed or otherwise rendered ineffect- ive (but then only so long as such stay shall continue in force or such ineffectiveness shall continue) , all such obligations shall not have been duly assumed in writing, pursuant to a court 19 order or decree , by a trustee or trustees or receiver or receivers appointed (whether or not subject to ratification) for the Lessee or for the property of the Lessee in connection with any such proceedings , in such manner that such obligations shall have the same proceedings , in such manner that such obligations shall have the same status as obligations incurred by such trustee or trustees or receiver or receivers , within 60 days after such proceedings shall have been commenced . "Funded Debt" of the Lessee shall mean any indebtedness thereof for borrowed money, whether incurred, assumed or guaran- teed, or indebtedness which has been incurred, assumed or guaranteed in connection with the acquisition of property or assets ( including any deferred portion of the purchase price thereof ) which in any case has an unpaid principal balance of more than $100 , 000 and has a stated maturity of (or is renewable or extendible at the option of the obligor for a period or periods extending) more than 12 months from its date of origin, including the current maturities thereof . "Capitalized Lease" shall mean any lease of real or personal property by the Lessee , as lessee, which as originally executed provides , or is amended to provide , for a term ( includ- ing the initial term and any period for which such lease may be renewed or extended at the option of the lessor) of more than three years and which has an unexpired term of more than one year ( including any such renewal or extension periods ) and which provides for the payment of such lessee throughout the then remaining term of the lease of periodic rental installments aggregating more than $100 , 000 , whether or not such lease or the rentals thereunder are reflected in the balance sheet of such lessee, or any lease of real or personal property by any other party otherwise described above for which the Lessee has assumed or guaranteed the obligations of the lessee thereunder . 14 . 2 Remedies. If any Event of Default has occurred and is continuing, the Lessor , at its option, may: (a) Proceed by appropriate court action or actions , either at law or in equity, to enforce performance by the Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof , including reasonable attorneys ' fees ; and/or (b) By notice in writing to the Lessee , terminate this Lease , whereupon all right of the Lessee to the use of the Equipment shall absolutely cease and 20 terminate as though this Lease had never been made , but the Lessee shall remain liable as hereinafter provided; and thereupon, the Lessor may be its agents enter upon the premises of the Lessee or other premises where any of the Equipment may be located and take possession of all or any of the Items of Equipment and thence- forth hold, possess and enjoy the same free from any right of the Lessee , or its successors or assigns , to use such Items for any purpose what- ever, all without liability to the Lessor for or by reason of such entry or taking of possession, whether for restoration of damage to the property caused by such taking or otherwise ; but the Lessor shall nevertheless have a right to recover from the Lessee any and all amounts which may have accrued to the date of such termination ( computing the rental for any number of days less than a full rental period by multiplying the rental for such full rental period by a fraction of which the numerator is such number of days and the denomina- tor is the total number of days in such full rental period) and also to recover forthwith from the Lessee ( i ) as damages for loss of the bargain and not as a penalty, whichever of the following amounts the Lessor , in its sole discretion, shall specify: (x) a sum with respect to each Item of Equipment which represents the excess of the present worth, at the time of such termination, of all rentals for such Item which would otherwise have accrued hereunder from the date of such term- ination to the end of the term of this Lease over the then present worth of the then Fair Rental Value of such Item for such period computed by discounting from the end of such term to the date of such termination rentals which the Lessor reasonably estimates to be obtainable for the use of such Item during such period, such present worth to be computed in each case on a basis of a 12% per annum discount , compounded monthly from the respective dates upon which rentals would have been payable hereunder had this Lease not been terminated, or (y) an amount equal to the excess if any of the Casualty Value of such Item of Equipment as of the rent payment date on or immediately preceding the date of termination over the Fair Market Value thereof at such time ; provided, however , that in the event the Lessor shall have sold any Item of Equipment , the Lessor , in lieu of collecting any amounts payable to the 21 Lessor by the Lessee pursuant to the preceding clauses (x) and (y) of this Part ( i ) with respect thereto may, if it shall so elect , demand that the Lessee pay the Lessor and the Lessee shall pay to the Lessor , on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the excess , if any, of the Casualty Value of such Item of Equipment as of the rent payment date on or immediately preceding the date of termination over the net proceeds of such sale , and ( ii ) any damages and expenses , other than for a failure to pay rental , in addition thereto , including reasonable attorneys ' fees , which the Lessor shall have sustained by reason of the breach of any covenant or covanants of this Lease other than for the payment of rental , and/or (c) exercise any and all the remedies of a secured party under the Uniform Commercial Code of Illinois , including without limitation the right to take immediate and exclusive possession of the Items of Equipment , or any part thereof , and for that purpose may, with or without judicial pro- cess , enter ( if this can be done without breach of the peace) , upon any premises on which the Items of Equipment or any part thereof may be situated and remove the same therefrom (provided that if the Items of Equipment are affixed to real estate , such removal shall be subject to the conditions stated in the Uniform Commercial Code of Illinois) ; and FNB shall be entitled to hold, maintain, preserve and prepare the Items of Equip- ment for sale , until disposed of , or may propose to retain the Items of Equipment subject to College ' s right of redemption in satisfaction of the College ' s obligations herein, as provided in the Uniform Commercial Code of Illinois . FNB without removal may render the Items of Equipment unusable and dispose of the Items of Equipment on the College ' s premises . FNB may require College to assemble the Items of Equipment and make them available to FNB for possession at a place to be designated by FNB which is reasonably convenient to both parties . Unless the Items of Equipment threaten to decline speedily in value or are of a type customarily sold on a recognized market , FNB will give College at least five ( 5 ) days ' notice of the time and place of any public sale thereof or of the time after which any private sale or any 22 other intended disposition thereof is to be made . The requirements of reasonable notice shall be met if such notice is mailed , postage prepaid, to the address of College as shown in Paragraph 20 . 1 herein at least five ( 5 ) days before the time of the sale or disposition. FNB may buy at any public sale and if the Items of Equipment are of a type customarily sold in a recognized market or are of a type which is the subject of widely distributed standard price quotations , FNB may buy at private sale. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale or lease , selling, leasing and the like and the reasonable attorney' s fees and legal expenses incurred by FNB , shall be applied in satisfaction of the obligations of College hereunder. FNB will account to College for any surplus realized on such disposition and College shall remain liable for any deficiency. For purposes of Section 14 . 2 above, the Fair Rental Value and Fair Market Value for any Item of Equipment shall be determined in the manner provided for appraisal arrangements specified in Section 18 . 3 hereof ; with the expenses and fees of any appraiser or appraisers to be borne by the Lessee. Notwithstanding the foregoing provisions , if for any reason the Lessee does not promptly upon written demand of the Lessor pay such expenses and fees , then such Fair Rental Value or Fair Market Value , as the case may be , shall be solely determined by the Lessor in accordance with the definition thereof contained in Section 18 . 3 . 14 . 3 Cumulative Remedies . The remedies in this Lease provided in favor of the Lessor shall not be deemed exclusive , but shall be cumulative and shall be in addition to all other remedies in its favor existing at law or in equity. The Lessee hereby waives any mandatory requirements of law, now or hereafter in effect , which might limit or modify any of the remedies herein provided, to the extent that such waiver is permitted by law. The Lessee hereby waives any and all existing or future claims of any right to assert any offset against the rent payments due hereunder , and agrees to make the rent payments regardless of any offset or claim which may be asserted by the Lessee on its behalf in connection with the lease of the Equipment . 14 . 4 Lessor ' s Failure to Exercise Rights . The failure of the Lessor to exercise the rights granted it hereunder upon any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies . 23 SECTION 15 . RETURN OF EQUIPMENT UPON DEFAULT . 15 . 1 Lessee ' s Duty to Return. If the Lessor or the Assignee shall terminate this Lease pursuant to Section 14 hereof , the Lessee shall forthwith deliver possession of the Equipment to the Lessor . For the purpose of delivering posses- sion of any Item of Equipment to the Lessor as above required , the Lessee shall at its own cost , expense and risk, provide storage of such Item of Equipment for a period not exceeding one year at the location provided in Section 8 hereof or at such other place as such Item of Equipment shall then be located pursuant to the consent of the Lessor, in good working order and repair as required by Section 7 hereof , and completely discon- nected from all fuel , power and other connections and from any foundation supports , and, if so requested by the Lessor , the Lessee at its own risk shall deliver such Item of Equipment f . o . b . to a common carrier by rail at such place or location crated and packed on board such carrier . In the event any Item of Equipment is not delivered as hereinabove provided within ten ( 10 ) days after the request by the Lessor for such delivery, the Lessee shall , in addition, pay to the Lessor or , in the case of such assignment , to the Assignee for each day thereafter an amount equal to the Fair Rental Value (determined in the manner provided in Section 18 hereof ) for such Item of Equipment for each such day. 15 . 2 Specific Performance. The storage , delivery and transporting of the Equipment as hereinbefore provided are of the essence of this Lease , and upon application to any court of equity having jurisdiction in the premises , the Lessor shall be entitled to a decree against the Lessee requiring specific per- formance of the covenants of the Lessee so to store, deliver and transport the Equipment . 15 . 3 Lessor Appointed Lessee 's Agent . Without in any way limiting the obligation of the Lessee under the foregoing provisions of this Section 15 , the Lessee hereby irrevocably appoints the Lessor as the agent and attorney of the Lessee , with full power and authority, at any time while the Lessee is obli- gated to deliver possession of any Items of Equipment to the Lessor, to demand and take possession of such Item in the name and on behalf of the Lessee from whomsoever shall be at the time in possession of such Item. 24 - tL ,- I 1 `,l r c'. • SECTION 16 . ASSIGNMENTS BY LESSOR. This Lease and all rent and all other sums due or to become due hereunder may be assigned in whole or in part by the Lessor without the consent of the Lessee, but the Lessee shall be under no obligation to any assignee of the Lessor except upon written notic e of such assignment from the Lessor . Upon notice to the Lessee of any such assignment , the rent and other sums payable by the Lessee which are the subject matter of the assign- ment shall be paid to or upon the written order of the Assignee . Without limiting the foregoing, the Lessee further acknowledges and agrees that (a) the rights of any Assignee in and to the sums payable by the Lessee under any provision of this Lease shall not be subject to any abatement whatsoever and shall not be subject to any defense, setoff , counterclaim or recoupment whatsoever whether by reason of failure of or defect in the Lessor ' s title , or any interruption from whatsoever cause in the use , operation or possession of the Equipment or any part thereof , or any damage to or loss or destruction of the Equipment or any part thereof , or by reason of any other indebtedness or liability, howsoever and whenever arising , of the Lessor to the Lessee or to any other person, firm or corporation or to any governmental authority or for any cause whatsoever , it being the intent hereof that the Lessee shall be unconditionally and absolutely obligated to pay the Assignee all of the rents and other sums which are the subject matter of the assignment , (b) the Assignee shall , if an Event of Default , or any event which with the lapse of time or the giving of notice , or both, would constitute such an Event of Default , shall have occurred and be continuing , have the sole right to exercise all rights , privileges and remedies ( either in its own name or in the name of the Lessor for the use and benefit of the Assignee) which by the terms of this Lease are permitted or provided to be exercised by the Lessor , and ( iii ) all obligations of the Lessor to the Lessee under this Lease shall be and remain enforceable by the Lessee against , and only against , the Lessor . It is understood and agreed that the right , title and interest of any Assignee in, to and under this Lease and the rents and other sums due and to become due hereunder shall by the express terms granting and conveying the same be subject to the interest of the Lessee in and to the Equipment . Unless and until the Lessee shall have received written notice from the Assignee that the Security Agreement has been released no amendment or modification of , or waiver by or consent of Lessor in respect of , any of the provisions of this Lease shall be effective unless the Assignee shall have joined in such amendment , modification, waiver or consent or shall have given its prior written consent thereto . 25 SECTION 17 . ASSIGNMENTS BY LESSEE ; USE AND POSSESSION . 17 . 1 Lessee ' s Rights to the Equipment . So long as no Event of Default , or any event which with the lapse of time or the giving of notice , or both, would constitute such an Event of Default , shall have occurred and be continuing , the Lessee shall be entitled to the possession and use of the Equipment in accord- ance with the terms of this Lease , but , without the prior written consent of the Lessor , the Lessee shall not assign, transfer or encumber its leasehold interest under this Lease in any of the Equipment . The Lessee shall not , without the prior written consent of the Lessor , part with the possession or control of , or suffer or allow to pass out of its possession or control , any of the Equipment . 17 . 2 Merger, Consolidation or Acquisition of Lessee . Nothing in this Section 17 shall be deemed to restrict the right of the Lessee to assign or transfer its leasehold interest under this Lease in the Equipment or possession of the Equipment to any corporation into or with which the Lessee shall have become merged or consolidated or which shall have acquired all or substantially all of the assets of the Lessee , provided that such successor or transferee shall have duly assumed the obligations of the Lessee hereunder and that it will not , upon the effectiveness of such merger or consolidation or acquisition of properties and the assumption of such obligations , be in default under any provision of this Lease and that such merger or consolidation or acquisition of properties shall not alter in any way the Lessee ' s obligations to the Lessor hereunder which shall be and remain those of a principal and not a guarantor . SECTION 18 . RENEWAL OPTIONS ; PURCHASE OPTIONS . 18 . 1 Renewal Options . Provided that no Event of Default , or event which with the lapse of time or the giving of notice, or both, would constitute such an Event of Default , shall have occurred and be continuing, the Lessee shall have the option to renew and extend this Lease as to all , but not less than all , of the Items of Equipment then leased hereunder for none addi- tional renewal terms of none years each upon and subject to the terms and conditions herein contained for the original term of this Lease ; provided that the Fixed Rental payable for and during any such renewal term shall be an amount equal to the Fair Rental Value (as hereinafter defined) of such Items of Equipment and that the Casualty Value payable for and during any such renewal term in respect of any Item of Equipment suffering a Casualty Occurrence during such term shall be an amount equal to the 26 higher of ( i ) the Fair Market Value of such Item of Equipment as Athe beginning of such renewal term , or ( ii ) an amount equal to N % of the Lessor ' s Cost of such Item of Equipment . Each renewal term shall commence immediately upon the expiration of the preceding term. The Lessee shall give the Lessor written notice of any such election 180 days prior to the commencement of any renewal term provided for in this Section 18 . 2 . 18 . 2 Mandatory Purchase . Provided that no Event of Default , or event which with the lapse of time or the giving of notice , or both, would constitute such an Event of Default , shall have occurred and be continuing, the Lessee will purchase all , but not less than all , of the Items of Equipment at the expira- tion of the original term of this Lease at a price of one dollar . Payment of the purchase price shall be made at the place of payment and in the manner specified in Section 2 . 2 of this Lease against delivery of a bill of sale transferring and assigning to the Lessee all right , title and interest of the Lessor in and to the Items of Equipment so purchased and containing a warranty against liens or claims of persons claiming by, through or under the Lessor except liens and claims which the Lessee assumed or is obligated to discharge under the terms of this Lease . Any such sale shall be on an "as is , " "where is" basis without representation or warranty, express or implied as to the condition of such Items or any other matters . 18 . 3 Fair Rental Value and Fair Market Values . The Fair Rental Value or Fair Market Value , as the case may be, of the Items of Equipment shall be determined on the basis of , and shall be equal in amount to , the value which would obtain in an arm ' s-length transaction between an informed and willing lessee or buyer , as the case may be ( other than a lessee or buyer , as the case may be, currently in possession) and an informed and willing lessor or seller , as the case may be , under no compulsion to lease or sell , as the case may be. If on or before 90 days prior to the date of commencement of the renewal term elected by the Lessee , the Lessor and the Lessee are unable to agree upon a determination of the Fair Rental Value or the Fair Market Value of such Items of Equipment , such value shall be determined in accordance with the foregoing definition by a qualified independent Appraiser . The term "Appraiser" shall mean any independent appraiser mutually agreed upon by the Lessor and the Lessee or if no such mutual agreement is reached within 15 days after the beginning of such 90-day period, two independent appraisers , one chosen by the Lessor and one chosen by the Lessee , or , if such appraisers cannot agree on the amount of such value within 60 days prior to the date of commencement of the renewal term elected by the Lessee, an independent appraiser to be chosen by the American Arbitration Association promptly thereafter . The Appraiser shall be instructed to make such 27 determination within a period of 30 days following appointment , and shall promptly communicate such determination in writing to the Lessor and the Lessee . The determination so made shall be conclusively binding upon both the Lessor and the Lessee. The expenses and fees of the Appraiser shall be borne by the Lessee . 18 . 4 Delivery_of Equipment . Unless the Lessee has elected to purchase the Items of Equipment then leased hereunder or to renew this Lease in respect of such Items of Equipment as provided in this Section 18 , all of such Items of Equipment shall be returned to the Lessor at the end of the original term, or the then current renewal term, as the case may be , in accordance with Section 13 hereof . SECTION 19 . INTEREST ON OVERDUE RENTALS AND AMOUNT PAID BY LESSOR. Anything to the contrary herein contained notwithstand- ing any nonpayment of rent due hereunder , or amounts expended by the Lessor on behalf of the Lessee , shall result in the addition- al obligation on the part of the Lessee to pay also an amount equal to 12% per annum ( or the lawful rate , whichever is less ) on the overdue rentals and amounts expended for the period of time during which they are overdue or expended and not repaid. SECTION 20 . MISCELLANEOUS . 20. 1 Notices . Any notice required or permitted to be given by either party hereto to the other shall be deemed to have been duly given when delivered personally or otherwise actually received or five business days after being deposited in the United States certified mail , first class , postage prepaid , addressed as follows : If to the Lessor : The First National Bank of Elgin 6 Fountain Square Plaza Elgin, IL 60120 Attn: Lease Department Payments to the Lessor hereunder to be made as follows : The First National Bank of Elgin 6 Fountain Square Plaza Elgin, IL 60120 Attn: Lease Department 28 If to the Lessee : Mr . James Bolerjack, Director of Finance City of Elgin 150 Dexter Court Elgin, Illinois 60120 If to the Assignee: As provided in any notice of assignment by the Lessor or the Assignee pursuant to Section 16 hereof or addressed to any such party at such other address as such party shall hereafter furnish to such other parties in writing. 20 . 2 Right of Lessor to Perform. If the Lessee shall fail to comply with any of its covenants herein contained , either the Lessor or , in the case of an assignment by the Lessor pursuant to Section 16 hereof , the Assignee may, but shall not be obligated to, make advances to perform the same and to take all such action as may be necessary to obtain such performance . Any payment so made by any such party and all cost and expense ( including, without limitation, reasonable attorneys ' fees and expenses ) incurred in connection therewith shall be payable by the Lessee to the party making the same upon demand as additional rent hereunder, with interest at the rate of 12% per annum or the lawful rate , whichever is less . 20 . 3 Execution in Counterparts . This Lease, and any Lease Supplement , may be executed in several counterparts , each of which so executed shall be deemed to be an original and in each case such counterparts shall constitute but one and the same instrument ; provided that to the extent that this Lease consti- tutes chattel paper (as such term is defined in the Uniform Commercial Code ) no security interest in this Lease may be created through the transfer or possession of any counterpart hereof other than the counterpart bearing the receipt therefor executed by the Assignee on the signature page hereof , which counterpart shall constitute the only "original" hereof for purposes of the Uniform Commercial Code. 20 . 4 Law Governing. This Lease shall be construed in accordance with the laws of the State of Illinois ; provided, however , that the parties shall be entitled to all rights conferred by any applicable Federal statute , rule or regulation. • 20 . 5 Headings and Table of Contents . All Section headings and the Table of Contents are inserted for convenience 29 only and shall not arfect any construction or interpretation of this Lease . 20 . 6 Severability. Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall be as to such jurisdiction ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof , and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed by their respective officers thereunder duly authorized and the corporate seals to be hereto affixed as of the day and year first above written. THE FIRST NATIO L B'1jK OF/ELGIN By R. L. Naves /( Its Assistant Vice President CITY OF ELGI , linoi , a municipal co ra ion BY Robert Mal _ Its_Inter -i Cz _'"tanager 30 STATE OF ILLINOIS ) ss COUNTY OF KANE On this 5 day of August,1985, before me personally appeared R. L. Navik , to me personally known, who being by me duly sworn, says that he is the Assistant Vice Preside of First National Rank_of Elgin , that said instrument was signed on behalf of said corporation by authority of its Board of Directors , and he acknowledged that the execution of the fore- going instrument was the free act and deed of said corporation. //it X.4//17‘4_a • Notary Public My commission expires : //a �� ��� �: P7 STATE OF ILLINOIS ) ss COUNTY OF KANE On this 5 day of August, 1935 , before me personally appeared Robert Maim , to me p rsonally known, who being by me duly sworn, says that he is terun City Manager of City of Elgin , that said instrument was signed on behalf of said corporation by authority of its Board of Directors , and he acknowledged that the execution of the fore- going instrument was the free act and deed of said corporation. Notary Public My commission expires : t k_ Y/ �� /9/ 7 31 LEASE SUPPLEMENT THIS LEASE SUPPLEMENT NO . 1 dated as of August 5 1985 between THE FIRST NATIONAL BANK OF ELGIN ( the "Lessor" ) and CITY OF ELGIN ( the "Lessee" ) ; WITNESSET H: 1 . The Lessor and the Lessee have heretofore entered into an Equipment Lease dated as of August 5, 1985 ( the "Lease" ) providing for the execution and delivery of Lease Supplements substantially in the form hereof . The terms defined in the Lease shall have the same meanings when used herein. 2 . The Lessee hereby acknowledges and confirms that on or prior to the date hereof , the Items of Equipment described in Schedule I attached hereto have been delivered and assembled, and such Items are located at the site designated therefor in said Schedule I . The Lessee represents that such Items are free and clear of all liens and encumbrances , except for Permitted Encum- brances . 3 . The Lease hereby certifies that the date of com- mencement and of expiration of the Lease term in respect of each Item is as set forth in Schedule I hereto . 4 . The Lessee hereby certifies that the Lessor ' s Cost for each such Item is as set forth in Schedule I hereto . 5 . The Fixed Rental for the Item and the rent payment date is as set forth in Schedule I hereto . 6 . The Lessor shall obtain a maintenance and servicing contract for the Items of Equipment described in Schedule I attached hereto. IN WITNESS WHEREOF, the Lessor and the Lessee have caused this instrument to be executed, all as of the day and year first above written. THE FIRST NATIONA B NK OF ELGIN / By K. L. Nay' Its Assistant Vice President CITY OF ELGIN inoi a municipal or o t on By Robert Its Interim ity J ger EXHIBIT A ( to Equipment Lease) • Page 2 SCHEDULE I, Pagel To Lease Supplement No. 1 EQUIPMENT LEASED IBM Plant Order or Machine Serial Model or Qty. Type Number(') Feature Description 1 5382/09WXNV 9G1 System Unit Group 18-64 1 3370/897XCY Al2 Direct Access Storage Unit 1 3370/897XCZ B12 Direct Access Storage Unit 1 3430/897XDB A04 Magnetic Tape Unit 2 5262/897XDC 001 Printer-Line 897XDD i 25 3180/895YFH 210 Display Station 895YFJ • 895YFK 895YFL 895YFM 895YFN 895YFP . 895YFQ 895YFR 895YFS • 895YFT 895YFV 895YFW 895YFX 895YFY 895YFZ 895YGB • 895YGC 895YGD 895YGF 895YGC 895YGH 895YGJ 895YGK 895YGL Descnption TYPE/MODEL/PO NUMBER Office/38 Text Mgmt 5714/WP2/07XSDD S/38 Perf Meas 5799/BJK/07XSRX VPA #57014 - 33% j VPA #57014 - 33% Language Dict 5714/DCT/07XSDF , Control Program 5714/SS1/07XTGW j VPA #17178 - 30% 1 S/38 App Made Easy 5714/XE1/07XSDG RPG III 5714/RG1/07XTGX VPA #57014 - 33% VPA #1717.8 - 30% Office/38 Worksheet 5710/RRL/07XSDH Conversion Reformat 5714/CV2/07XTGY VPA #57014 - 33% VPA #17178 - 30% Utilities • 5714/UT1/07XTGZ VPA #17178 - 30% 1 - Page 1 SCHEDULE I, Page 2 To T Pa se Supplement NO. 1 FIXED RENTAL PAYMENT SCHEDULE 360/30 DAY YR PAYMENT RATE 08/05/85 0 DAYS 1ST i 5.557.76 7.750% 1 277,505.00 PAYMENT ON TOTAL BALANCE PAYI INTEREST DATE PRINCIPAL PAYMENT OF LOAN 1 .00 08-05 -85 5.557.76 5,557.76 271.947.24 2 1 .756.33 09-05-85 3.801 .43 5,557.76 268.145.81 3 1.731 .78 10-05-85 3,825.98 5.557.76 264,319.83 4 1 .707.07 11-05-85 3.850.69 5.557.76 260.469.14 5 1 .662.20 12-05-85 3.875.56 5.557.76 256.593.58 6 1 .657. 17 01-05-86 3.900.59 5.557.76 252.692.99 7 1.631 .96 02-05-86 3.925.78 5,557.76 246.767.21 8 1 .606.62 03-05-86 3.951. 14 5.557.76 244.816.07 9 1 .5E1 . 10 04-05-86 3.976.66 5.557.76 240.839.41 10 1.555.42 05-05-86 4.002.34 5.557.76 236.837.07 11 1 .529.57 06-05-86 4.028. 19 5,557.76 232,808.88 12 1 .503.56 07-05-86 4.054.20 5.557.76 228.754.68 • 13 1 .477.37 08-05-86 4.080.39 5.557.76 224.674.29 14 1.451 .02 09-05-86 4.106.74 5.557.76 220.567.55 15 1 .424.50 10-05-86 4.133.26 5.557.76 216.434.29 16 1.397.80 11-05-86 4.159.96 5.557.76 212.274.33 17 1 .370.94 12-05-86 4.186.82 5.557.76 208.087.51 18 1.343.90 01-05-87 4.213.86 5,557.76 203.873.65 19 1 .316.68 02-05-87 4,241.08 5.557.76 199.632.57 20 1 .289.29 03-05-87 4,268.47 5.557.76 195.364.10 21 1 .261 .73 04-05-87 4.296.03 5.557.76 191.068.07 • 22 1.233.98 05-05-87 4,323.78 5.557.76 186.744.29 23 1 .206.06 06-05-87 4,351 .70 5,557.76 182.392.59 24 1 . 177.95 07-05-87 4.379.81 5.557.76 178,012.78 25 1 ,149.67 08-05-87 4,408.09 5.557.76 173.604.69 26 1 .121 .20 09-05-87 4.436.56 5.557.76 169.168. 13 27 1 .092.54 10-05-87 1,465.22 5,557.76 164.702.91 28 1 .063.71 11-05-87 4.494.05 5.557.76 160.208.86 29 1 .034.68 12-05-87 4.523.08 5.557.76 155.685.78 30 1 .005.47 01-05-88 4.552.29 5.557.76 151 .133.49 31 976.07 02-05-88 4.581 .69 5,557.76 146.551.80 32 946.48 03-05-88 4.611 .28 5.557.76 141,940.52 33 916.70 04-05-88 4.641 .06 5.557.76 137.299.46 34 886.73 05-05-88 4.671 .03 5.557.76 132,628.43 35 856.56 06-05-88 4.701 .I0 5.557.76 127.927.23 36 826.20 07-05-88 4,7.11 .56 5.557.76 123.195.67 37 795.64 08-05-88 4.762. 12 5.557.76 118.433.55 38 764.88 09-05-88 4.792.88 5.557.76 113.640.67 . 39 733.93 10-05-88 4.823.83 . 5.557.76 108.816.84 40 702.78 11-05-88 4,854.98 5,557.76 103.961.86 41 671 .42 12-05-88 4.886.34 5,557.76 99.075.52 42 639.86 01-05-89 4,917.90 5.557.76 94.157.62 43 608. 10 02-05-89 4.949.66 5.557.76 89,207.96 44 576. 13 03-05-89 4,981 .63 5.557.76 84.126.33 45 543.96 04-05-89 5.013.80 5.557.76 79.212.53 46 511 .58 05-05-89 5,046. 18 5.557.76 74,166.35 47 478.99 06-05-89 5.078.77 5.557.76 69.087.58 48 446. 19 07-05-89 5.111.57 5,557.76 63.976.01 49 413 .18 08-05-89 5.144.58 5.557.76 58.831 .43 50 379.95 09-05-89 5.177.81 5.557.76 53.653.62 51 346.51 10-05-89 5.211 .25 5.557.76 48.442.37 52 312.86 11-05-89 5.244.90 5,557.76 43.197.47 53 278.98 12-05-89 5.276.78 5,557.76 37.918.69 54 244.89 01-05-90 5,312.87 5,557.76 32.605.82 55 210.58 02-05-90 5.347. 18 5.557.76 27,258.64 56 176.05 03-05-90 5.381 .71 5.557.76 21.676.93 57 141 .29 04-05-90 5.416.47 5.557.76 16.460.46 58 106.31 05-05-90 5,451 .45 5.557.76 11 .009.01 59 71 .10 06-05-90 5.486.66 5.557.76 5,522.35 60 35.67 07-05-90 5.522.35 5.558_02 .00 .-__ 55.960 86 277 ,505.00 333,465.86 1 SCHEDULE II TO LEASE SUPPLEMENT NO. 1 Date August , 1985 FIRST NATIONAL BANK OF ELGIN Six Fountain Square Plaza Elgin, Illinois 60120 Dear Sirs: Pursuant to the Equipment Lease/Purchase Agreement Lease Supplement No. 1 dated August 5, 1985, between the First National Bank of Elgin (Lessor) and the City of Elgin (Lessee) , the Lessor has obtained a maintenance and servicing contract for each item of Equipment on behalf of the Lessee and as requested by the Lessee, such contract provided by IBM Corporation, further identified as the IBM Maintenance Agreement. A copy of said Agreement is hereto attached with a schedule of periodic charges, as also set forth in a letter, copy attached, from IBM Corporation to First National Bank of Elgin dated August 1, 1985. It is understood that stated charges are subject to change. Lessee agrees to reimburse Lessor 1 co s of the IBM Maintenance Agreement according to paragraph 12.1 of Se ti n of he Equi.tient Lease/Purchase Agreement. by: 1/ Mr. obert al., nterim City Manager i International Business Machines Corporation Armonk, New York 10504 Composite Signature Agreement Name and Address of Customer:- Agreement No.: Firat_National Bank of Elgin IBM Branch Office No.: GJG _ 6 Fountain Square Plaza Elgin, IL 60120 Customer No.: 3159923 IBM Branch Office Address: . 1701 Golf Road - Tower I Rolling Maadows, IL 60008 1 International Business Machines Corporation (IBM) and the Customer agree that IBM will provide and the Customer will accept the products and services ordered by the Customer in accordance with the terms and conditions stated in the ap- plicable Agreements. designated below by the Customer's initials, which the Customer agrees to include herein. The included Agreements are attached hereto and are incorporated in this Agreement. This Composite Signature Agreement,when signed by IBM and the Customer,has the same effect as signing each of the Agreements designated by the Customer's initials, and is effective upon acceptance by IBM. Initials Title of Agreement or Amendment IBM Form Number All of the following, unless selectively designated by initialing below for individual documents imp. Agreement for Purchase of IBM Machines Z120-2892-01 % 'r� IBM Maintenance Agreement Z125-3275-00 ■ Agreement for IBM Licensed Programs Z125-3358-00 Agreement for Lease or Rental of IBM Machines Z125-3320-00 Agreement for IBM Hourly Machine Service Z120-2826-00 THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ EACH OF THE AGREEMENTS DESIG- NATED BY THE CUSTOMER'S INITIALS, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS. Accepted by: International Business Machines Corporation F - �' _1 it •:S '� By BAihry VP Authorized Signature • honz=o�r at; e C C.R. Edwards/Branch Manager ���/// Name(Type or Print) Date •: - (Type or Print) Date PRESS FIRMLY WITH BALL POINT PEN ON A HARD SURFACE FO' AXIMUM LEGIBILITY. Z125-9029-01 (07/84) U/M 025 Page 1 of 17 • — — — IBM Maintenance Agreement (Z125-3275-00) International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions will apply to any Customer order accepted by IBM to provide maintenance service for IBM Machines located within the United States and Puerto Rico. "Machine(s)" as used herein refers to machines and/or their features, model conversions and machine elements unless the context requires individual reference.This Agreement is effective from the date on which it is accepted by IBM and shall remain in force until terminated by the Customer or IBM. Specific Machines become subject to this Agreement on the Effective Date designated by the Customer, if agreed to by IBM, and such information will be shown in a Supplement to IBM Maintenance Agreement (Supplement) signed by IBM.. MAINTENANCE SERVICE IBM agrees to,provide the availability of maintenance service to Customer is responsible to implement appropriate safeguards for keep the Machines in, or restore the Machines to,good working Customer's data. The Customer is responsible for removing, order. Maintenance service includes preventive maintenance controlling and replacing or reloading funds contained in the based on the specific needs of individual Machines as determined Machines. IBM will service Machines containing funds only when by IBM and on-call remedial maintenance. Maintenance service the cash container cannot be opened prior to repair by IBM, in also includes lubrication, adjustments and replacement of main- which case the Customer will remove the funds as soon as the tenance parts all as deemed necessary by IBM. Maintenance container has been opened. parts,which may be used parts,will be furnished on an exchange basis, and the replaced parts become the property of IBM. IBM PERIODS OF MAINTENANCE SERVICE may, at its option,store maintenance equipment and/or parts on The Base Period of Maintenance Service is from 7 a.m.to 6 p.m., the Customer's premises. Monday through Friday, unless otherwise designated by IBM in The Customer agrees to provide a suitable environment for the the Supplement. The Customer may select Optional Periods of Machines as specified by IBM, and to provide IBM full, free and Maintenance Service shown in the Supplement. The Optional safe access to the Machines to provide maintenance service.The Period for Monday through Friday must include the Base Period Z125-9029-01 Page 5 of 17 -. • i`. s of Maintenance Service and must be the same consecutive hours owned by IBM, under warranty from IBM, or under an .. each,day.The Optional Period on Saturday or Sunday must be the IBM maintenance agreement; and same consecutive hours on all Saturdays or Sundays. The g) conversion from one IBM model to another or the instal- . Customer may select or change Optional Periods of Maintenance Iation or removal of an IBM feature whenever any of these Service upon 15 days'written notice to IBM. activities was performed by other than IBM except that this subsection (g) will apply only during the first three ENGINEERING CHANGES months of service under this Agreement subsequent to Engineering changes, determined applicable by IBM, will be the date of such Machine modificiation; controlled and installed by IBM.The Customer may,by providing 2) Repair of Machine damage, replacement of maintenance notice subject to written confirmation by IBM,elect to have only parts (due to other than normal wear) or repetitive service mandatory changes,as determined by IBM,installed on Machines calls caused by the use of supplies; so designated. 3) Service for accessories; 4) Inspection of altered Machines; CHARGES 5) Replacement or addition of parts and increase in service time associated with the installation by IBM of an engi- The Customer agrees to pay maintenance charges, cum neering change when such parts and service are required engi- mencing c the Effectiveen Date,d i consisting Maintenancen of 1) a Minimum due to the conversion from one IBM model to another or the Maintenance Charge, and 2)nt nonce AdditionalChargeswillc Charges, i installation or removal of an IBM feature whenever any of applicable. Additional Maintenance be for a) Op- these activities was performed by other than IBM; tional Periods of Maintenance Service selected by the Customer, 6) Rearrangement or relocation of Machines and provision of • based on the Machine Group and determined by multiplying the materials; Minimum Maintenance Charge for the Machine by the applicable 7) Replacementnecessary of a part not furnished for the Machine by IBM Percentages for the Optional Periods of Maintenance Service (except when such part is in an alteration) with a directly shown in the Supplement. and/or b) the amount of processing performed by Usage Pian Machines, as measured by an IBM interchangeable IBM maintenance part,and any increase in service time associated with such activity; and meter, n theplied by the Additional Maintenance Charge Rate(s) 8) Repair of a Machine caused by non-IBM representatives per- . The Customer Supplement. forming maintenance or repair of such Machine. The agrees to promptly submit to IBM the meter reading for each Usage Plan Machine as of the close of the last EXCLUSIONS work day of the period to which the Minimum Maintenance Services provided by IBM under this Agreement do not include Charge applies. The Customer agrees not to interfere with the 1) furnishing supplies, painting or refinishing the Machines or proper operation of the meter. furnishing material therefor, 2) electrical work external to the There will be no additional charge for travel expense associated Machines or installation, maintenance or removal of alterations, with maintenance service provided during the Periods of Main- attachments or other devices not furnished by IBM and 3) such tenance Service,except that actual travel expense will be charged service which is impractical for IBM to render because of when the site at which the machine is located is 1) within the alterations in, or attachments to, the Machines. contiguous States and is normally inaccessible by both private automobile and scheduled public transportation,or 2)outside the TAXES contiguous States and is normally inaccessible by private auto- In addition to the charges due under this Agreement, the mobile. Customer agrees to pay amounts equal to any taxes resulting The Customer agrees to pay for maintenance service,including from this Agreement,or any activities hereunder,except for taxes travel and waiting time. provided by IBM outside the Periods of based upon IBM's net income. Maintenance Service at IBM's then applicable hourly service rates INVOICING and minimum charges.and travel expense;however,there will be The Minimum Maintenance Charge and the Additional Main - Changes additionalngincharge forn 's maintenance parts. tenance Charge for Optional Periods will be invoiced in advance, Changes a Machine's specifications may result in adjust- monthly, quarterly or annually as shown in the Supplement. nr�nts to the maintenancen charges. Monthly charges will be invoiced as of the first of each month and Minimum and Additional Maintenance Charges are subject toer will be prorated on the basis of a 30-day month. The Additional f change becomeby IBM upon three months' the date specifiedn in the to e noticeCu unlessnese Maintenance Charge for usage will be invoiced following the and willCustomerithdrav,a theh the date d Machine rothisge period in which it is incurred. All other charges will be invoiced the withdrav:s affected Machine from this Agree when or after they are incurred. ment as provided in the Section entitled "Withdrawal/Termina- tion," except that Charges invoiced quarterly or annually are PAYMENT subject to change by IBM upon commencement of service and on The Customer will remit payment to IBM within 30 days after the the first day of each quarterly or annual invoice period,upon three date of invoice. The Customer will receive a partial credit of months'written notice to the Customer. IBM's hourly service rates maintenance charges invoiced upon the withdrawal of Machines and minimum charges are subject to change by IBM without or termination of this Agreement prior to the expiration of the notice. period for which the invoice applies. SERVICES FOR ADDITIONAL CHARGE • WITHDRAWAUTERMINATION The services,including travel and waiting time,described in this The Customer may withdraw a Machine from this Agreement Section, if available,will be provided by IBM under this Agreement upon one month's written notice to IBM a) after the Machine has at IBM's then applicable hourly service rates and minimum been under this Agreement for at least six months, b) after the charges,parts and material prices and travel expense,unless such Machine has been under this Agreement for at least one month, services are provided under another written agreement signed by provided it has been removed from the Customer's location or c) the Customer and IBM.The following services are not considered on the effective date of an increase in the Minimum Maintenance maintenance service as described in the Section entitled "Main- Charge or Additional Maintenance Charges. tenance Service": IBM may withdraw a Machine from this Agreement upon three 1) Repair of Machine damage, replacement of maintenance months' written notice to the Customer one year or more after parts or increase in service time caused by— maintenance service for each such Machine has commenced,but.; a) failure to continually provide a suitable environment pre- not prior to the end of the period for which IBM has submitted an scribed by IBM including adequate space, electrical invoice to the Customer for service under this Agreement 1or such power, air conditioning and humidity control; Machines. b) neglect; misuse, including use of the Machines for pur- month's aywritwithdraw ten ti a o Machine tfrom rthis ll Agreement one repetitionu one • poses other than for which designed; c) accident; disaster, including water, wind and lightning; the need for additional repair of such Machine caused by non-IBM transportation; vandalism or burglary of Machines de- maintenance activity, as described in item (8) of the Section • signed to contain funds; entitled "Services for Additional Charge." d) alterations, including any deviation from IBM's Machine Either party may withdraw Machines or terminate this Agree- design; ment at any time by written notice for failure of the other to comply e) attachments, including any interconnection to the Mach- with any of its terms and conditions. 1 _( ice f non IBM equipment and devices not supplied month'sThis wrttenent not notice, following withdrawal be terminated b ofrall Machines and on one by IBM; f) IBM Machines, except those IBM Machines which are fulfillment of all obligations hereunder. DISCLAIMER AND LIMITATION OF LIABILITY modify the terms and conditions of the Sections entitled"Periods ' IBM will in no event be liable for lost profits,lost savings or other of Maintenance Service,""Charges"and "Services for Additional .consequential damages even if IBM has been advised of the Charge." Otherwise, this Agreement can only be modified by a possibility of such damages, or for any claim against the Custo- written agreement duly signed by persons authorized to sign mer by any other party. agreements on behalf of the Customer and IBM.Variance from the IBM is relieved of responsibility for all loss of funds contained in, terms and conditions of this Agreement in any Customer order or dispensed by or associated with any Machine. other written notification will be of no effect. IBM's liability to the Customer for damages. from any cause The Customer represents that the Customer is either the owner whatsoever, and regardless of the form of action, whether in of the Machines under this Agreement,or authorized by the owner contract or in tort including negligence, shall be limited to actual to include such Machines under this Agreement. damages up to the greater of S50.000 or 12 months'maintenance No action, regardless of its form,arising out of this Agreement, charges for the specific Machines under this Agreement that may be brought by either party more than two years after the caused the damages or that are the subject matter of or are cause of action has arisen, or, in the case of an action for directly related to the cause of action.Such charges will be those nonpayment, more than two years from the date the last payment in effect for the specific Machines when the cause of action arose. was due. The foregoing limitation of liability will not apply to claims for This Agreement will be governed by the laws of the State of New personal injury or damage to real property or tangible personal York. property caused by 15A1's negligence. THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER GENERAL HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND Service provided under this Agreement does not assure unin- AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. terrupted operation of the Machines and IBM is not responsible FURTHER, THE CUSTOMER AGREES THAT THIS AGREE- for failure to render service due to causes beyond its control. MENT, AND SUPPLEMENTS REFERENCING THIS AGREE- This Agreement is not assignable without the prior written MENT, WILL BE THE COMPLETE AND EXCLUSIVE STATE- consent of IBM. Any attempt to assign any of the rights,duties or MENT OF THE AGREEMENT BETWEEN THE PARTIES, obligations of this Agreement without such consent is void. SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS, IBM may, upon 12 months' written notice to the Customer, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS modify the terms and conditions of this Agreement, except that BETWEEN THE PARTIES RELATING TO THE SUBJECT IBM may. upon three months' written notice to the Customer, MATTER OF THIS AGREEMENT. • • 1 I .,t IBM SYSTEM/38 MAINTENANCE Model/ Monthly Unit Feature Description Quantity Maintenance 5382 9G1 4 Meg. CPU/64.5 MB Disk I $ 635.00 • 6300 Expansion I I 6.00 6301 Expansion 2 I 6.00 6302 Expansion 3 I 2.00 6303 Expansion 4 I 2.00 1501 Communication Attachment I 6.50 2001 Communication Control I 31 .00 3200 Line Base 2 6.00 3701 EIA Interface 2 12.00 1 130 Disk Storage Attachment I 15.00 5402 Work Station Control Pos. 2 I 29.00 7970 3430 Mag. Tape Attachment I 10.50 7972 Data Compress/Decompress I 3.00 3370 Al2 Direct Access Disk Storage I 134.00 3370 BI2 Direct Access Disk Storage I 101 .00 3430 A01 Magnetic Tape Unit I 25I .00 5262 001 Impact Line Printer 2 322.00 • Total Monthly Maintenance $1 ,572.00 Model/ Annual Unit Feature Description Quantity Maintenance 3180 210 Display Station 25 @ $1,725.00 (Customer Carry-In Repair) $69.00 ea. International Business Machines Corporation One Continental Towers 1701 Golf Road Rolling Meadows,Illinois 60008 312/228-2100 August 1, 1985 Mr. Roger Navik First National Bank of Elgin 6 Fountain Square Plaza Elgin, IL 60120 Dear Roger: Per your request, enclosed are the IBM maintenance prices for the System/38 equipment to be installed at the City of Elgin. MACHINE MONTHLY TYPE/MODEL DESCRIPTION MAINTENANCE 5382/9G1 Main Storage 4096K Processor $ 764.00 3370/Al2 Direct Access Storage Device 134.00 3370/B12 Direct Access Storage Device 101.00 3180/210 Display Station 69.00/Unit Annual Charge 3430/A01 Magnetic Tape Unit 251.00 5262/001 Impact Line Printer 161.00/Unit In summary, the total monthly and annual charges are $1,572 and $1,725 respectively which are effective 90 day after installation. The prices stated are for your information only and are subject to change after a 90 day notice. Applicable taxes are not shown. Price protection provisions are stated in the applicable IBM agreements and/or amendments. Sincerely, Dennis Drolet Marketing Representative National Marketing Division /rb 01GJG.2035.01. 1 SCHEDULE OF CASUALTY VALUE �XNi��T To Lease Supplement No. 1 CASUALTY VALUE : The following . . 'Is to be paid on a rent payment date pursuant to Section 11 . 5 of the Equipment Lease as the result of such Item becoming the subject of a Casualty Occurrence , depending upon when the Casualty Value is paid: Casualty Value Payable ( in addition to Fixed Rental Installment for After Fixed Rental the Item due Payment No . _ on such date ) PAYMENT ON TOTAL Casualty PAY* INTEREST DATE PRINCIPAL PAYMENT Value 1 .00 08-05 .85 5.557.76 5.557.76 271,947.24 2 1 .756.33 09-05-85 3.801 .43 5,557.76 268.145.81 3 1.731.78 10-05-85 3,825.98 5.557.76 264.319.83 4 1.707.07 11-05-85 3.850.69 5,557.76 260.469.14 5 1.682.20 12-05-85 3.875.56 5.517.76 216.593.58 6 1 .657.17 01-05-86 3.900.59 5.557.76 252,692.99 7 • 1.631.98 0I-05-86 3.925.78 5.557.76 248.767.21 8 ' 1 .606.62 03-05-86 3.951 . 14 5.557.76 244,816.07 9 1.581 . 10 04-05-86 3.976.66 5.557.76 240,839.41 10 1.555.42 05-05-86 4,002.34 5.557.76 236,837.07 • 11 1,529.57 06-05-86 4,028.19 5.557.76 232.808.88 12 1.503.56 07-05-86 4.054.20 5.557.76 228.754.68 13 1.477.37 08-05-86 4,080.39 5.557.76 224.674.29 14 1.451.02 09-05-86 4.106.74 5.557.76 220.567.55 15 1,424.50 10-05-86 4.133.26 5.557.76 216.434.29 16 1.397.80 11-05-86 4.159.96 5,557.76 212.274.33 17 1.370.94 12-05-86 4,186.82 5,557.76 208.087.51 18 1,343.90 01-05-87 4.213.86 5,557.76 203.873.65 19 1,316.68 02-05-87 4.241 .08 5.557.76 199,632.57 20 1.289.29 03-05-87 4,268.47 5,557.76 195.364.10 21 1.261 .73 04-05-87 4.296.03 5,557.76 191.068.07 22 1.233.98 05-05-87 4.323.78 5.557.76 186.744.29 23 1,206.06 06-05-87 4.381 .70 5,557.76 182.392.59 24 1.177.95 07-05-87 4.379.81 5.557.76 178.012.78 25 1,149.67 08-05-87 4,408.09 5.557.76 173.604.69 26 1 .121 .20 09-05-87 4.436.56 5.557.76 169.168. 13 27 1,092.54 10-05-67 1,465.22 5.557.76 164.702.91 28 1.063.71 11-05-87 4.494.05 5.557.76 160.208.86 29 1 ,034.68 12-05-87 4,523.08 5.557.76 155,685.78 30 1 ,005.47 01-05-88 4.552.29 5.557.76 151 .133.49 31 976.07 02-05-88 4.581 .69 5.557.76 146.551.80 32 916.48 03-05-88 4,611 .28 5.557.76 141 .940.52 33 916.70 04-05-88 4.641 .06 5.557.76 137,299.46 34 886.73 05-05-88 4,671 .03 5.557.76 132.628.43 35 856.56 06-05-88 4.701 .20 5.557.76 127.927.23 36 826.20 07-05-88 4,711 .56 5.557.76 123.195.67 37 795.64 08-05-88 4.762. 12 5.557.76 118.433.55 38 764.88 09-05-88 4.792.88 5,557.76 113.640.67 39 733.93 10-05-88 4,823.83 .' 5.557.76 108,816.84 40 702.78 11-05-88 4.854.98 5.557.76 103.961.86 41 671.42 12-05-88 4.886.34 5,557.76 99.075.52 42 639.86 01-05-89 4,917.90 5.557.76 94,157.62 43 608.10 02-05-89 4.949.66 5.557.76 89,207.96 44 576.13 03-05-89 4.961 .63 5.557.76 84,126.33 45 543.96 04-05-89 5.013.80 5.557.76 79.212.53 46 511 .58 05-05-89 5,046.18 5,557.76 74,166.35 47 478.99 06-05-89 5.078.77 5.557.76 69,087.58 48 446. 19 07-05-89 5.111 .57 5,557.76 63.976.01 99 413.18 08-05-89 5.144.58 5,557.76 58.831 .43 50 379.95 09-05-89 5.177.81 5.557.76 53.653.62 51 346.51 10-05-89 5.211.25 5.557.76 48.442.37 52 312.86 11-05-89 5.244.90 5.557.76 43.197.47 53 278.98 12-05-89 5.278.78 5,557.76 37,918.69 54 244.89 01-05-90 5.312.87 5.557.76 32.605.82 55 210.58 02-05-90 5.347.18 5.557.76 27,258.64 56 176.05 03-05-90 5.381.71 5.557.76 21 ,876.93 57 141.29 04-05-90 5.416.47 5.557.76 16.460.46 58 106.31 05-05-90 5.451 .45 5.557.76 11.009.01 59 71 .10 06-05-90 5.486.66 5.557.76 5.522.35 60 35.67 07-05-90 5,522.35 5.558.02 .00 55.960.86 277 505.00 333.465.86 SCHEDULE OF TERMINATION VALUE exoso�B�r' To Lease Supplement No. 1 TERMINATION VALUE : The following : - is to be paid on a rent payment date pursuant to Section 11 . 8 of the Equipment Lease in connection with and as a condition to the termination of the Equipment Lease in respect of such Item pursuant to said Section: Termination Value Payable ( in addition to Fixed Rental Installment for After Fixed Rental the Item due Payment No . on such date) PAYMENT ON TOTAL Termination PAY* INTEREST DATE PRINCIPAL PAYMENT Value 1 .00 08-05••85 5.557.76 5.557.76 271.947.24 2 1.756.33 09-05-85 3.801.43 5,557.76 268,145.81 3 1.731.78 10-05-85 3,825.98 5,557.76 264,319.83 4 1.707.07 11-05-85 3.850.69 5.557.76 260.469.14 5 1.682.20 12-05-85 3.875.56 5.557.76 256.593.58 6 1 .657.17 01-05-86 3.900.59 5,557.76 252,692.99 7 1.:631.98 02-05-86 3.925.78 5.557.76 248,767.21 8 1.606.62 03-05-86 3,951. 14 5.557.76 244.816.07 9 1.501.10 04-05-86 3.976.66 5,557.76 240.1139.41 10 1,555.42 05-05-86 4.002.34 5.557.76 236.837.07 11 1,529.57 06-05-86 4,028.19 5,557.76 232,808.88 12 1,503.56 07-05-86 4,054.20 5,557.76 228,754.68 13 1.477.37 08-05-86 4,080.39 5.557.76 224,674.29 • 14 1.451.02 09-05-86 4.106.74 5.557.76 220,567.55 15 1,424.50 10-05-86 4,133.26 5.557.76 216,434.29 16 1,397.80 11-05-86 4,159.96 5,557.76 212.274.33 17 1,370.94 12-05-86 4,186.82 5,557.76 208,087.51 18 1,343.90 01-05-87 4,213.86 5.557.76 203,873.65 19 1.316.68 02-05-87 4.241.08 5.557.76 199,632.57 20 1.289.29 03-05-87 4.268.47 5,557.76 195.364.10 21 1.261 .73 04-05-87 4.296.03 5.557.76 191.068.07 22 1.233.98 05-05-87 4.323.78 5,557.76 186.744.29 23 1.206.06 06-05-87 4.351.70 5,557.76 182.392.59 24 1.177.95 07-05-87 4.379.81 5.557.76 178.012.78 25 1.149.67 00-05-87 4,408.09 5.557.76 173,604.69 26 1.121 .20 09-05-87 4,436.56 5.557.76 169.168.13 27 1.092.54 10-05-87 4.465.22 5.557.76 164.702.91 28 1.063.71 11-05-87 4.494.05 5.557.76 160.208.86 29 1.034.68 12-05-87 4,523.08 5.557.76 155,685.78 30 1 .005.47 01-05-88 4.552.29 5.557.76 151 .133.49 31 976.07 02-05-88 4.581.69 5.557.76 146,551.80 32 916.48 03-05-88 4.611.28 5.557.76 141 .940.52 33 916.70 04-05-88 4.641 .06 5.557.76 137,299.46 • 34 886.73 05-05-88 4.671 .03 5.557.76 132.628.43 35 856.56 06-05-88 4.701 .20 5.557.76 127.927.23 36 B26.20 07-05-88 4,731.56 5.557.76 123.195.67 37 795.64 08-05-88 4.762. 12 5,557.76 118.433.55 38 764.88 09-05-88 4,792.88 5.557.76 113.640.67 39 733.93 10-05-88 4.823.83 • 5,557.76 108.816.84 40 702.78 11-05-88 4,854.98 5.557.76 103.961.86 41 671 .42 12-05-88 4.886.34 5.557.76 99.075.52 42 639.86 01-05-89 4,917.90 5.557.76 94. 157.62 43 608.10 02-05-89 4.949.66 5.557.76 89.207.96 49 576.13 03-05-89 4,981 .63 5.557.76 84.226.33 45 543.96 04-05-89 5.013. 80 5.557.76 79.212.53 46 511 .58 05-05-89 5.046. 18 5.557.76 74..166.35 47 478.99 06-05-89 5.0711.77 5.557.76 69,087.58 48 446. 19 07-05-89 5. 111 .57 5,557.76 63,976.01 49 413.18 08-05-89 5.144.56 5,557.76 58.831 .43 50 379.95 09-05-89 5.177.81 5.557.76 53.653.62 51 346.51 10-05-89 5.211 .25 5.557.76 48.442.37 52 312.86 11-05-89 5.244.90 5.557.76 43.197.47 53 278.98 12-05-89 5.278.78 5,557.76 37.918.69 54 244.89 01-05-90 5.312.87 5.557.76 32.605.82 55 210.58 02-05-90 5.347.18 5,557.76 27,258.64 56 176.05 03-05-90 5,381.71 5.557.76 21 ,876.93 57 141.29 04-05-90 5.416.47 5.557.76 16.460.46 58 106.31 05-05-90 5,451 .45 5,557.76 11.009.01 59 71 .10 06-05-90 5.486.66 5,557.76 5,522.35 60 35.67 07-05-90 5.522.35 5,558_02 _ _ _00 55.960.86 277.505.00 333.465.86 r • .. SCHEDULE OF CASUALTY INSURANCE To T' se Supplement No. 1 The lessee may self insure all items of Equipment against loss by fire, wind- storm and explosion and such other risks of loss of Equipment property. This provision modifies paragraph 11.1 of Section 11 with respect to casualty insurance only. t .0 EARLY TERMINATION OF LEASE To Lease Supplement No. I Early termination of the Equipment Lease may occur upon payment of the respective termination value on payment date, as indicated on Supplement No. I Exhibit C and after 60 days notice by Lessee to Lessor. No prepayment penalty will be assessed against Lessee by Lessor. Upon payment, all obligations under this Equipment Lease will cease and Lessor will transfer title of all equipment under this lease to Lessee. kiat II �