|
HUNTINGTON PUBLIC CAPITAL CORPORATION
<br />MASTER LEASE AGREEMENT NO.
<br />(tax exempt)
<br />Dated as of: October , 2023 (the "Agreement Date")
<br />THIS MASTER LEASE AGREEMENT (this "Agreement") is made by and between Huntington Public Capital Corporation, a
<br />Nevada corporation, and its successors or respective assigns ("Lessor") and City of Orono, Minnesota ("Lessee").
<br />Section 1. CERTAIN TERMS AND DEFINITIONS.
<br />As used throughout this Agreement, the following terms shall have the meanings listed herein:
<br />(a) "Acceptance Certificate" shall mean an acceptance certificate provided by Lessor in a form acceptable to Lessor;
<br />(b) "Agreement" shall mean this Master Lease Agreement and all Schedules hereto;
<br />(c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Regulations;
<br />(d) "Concluding Payment" shall mean the unpaid principal balance of a Lease as of the due date of each Lease Payment as set forth
<br />on the related Schedule, assuming that Lessee has paid the Lease Payment that is due on such date;
<br />(e) "Counsel" shall mean an attorney duly admitted to the practice of law before the highest court of the State;
<br />(f) "Default Interest Rate" shall mean the lower of 18% per annum or the highest interest rate permitted by State law;
<br />(g) "Environmental Laws" shall mean any federal, state or local law, rule or regulation pertaining to the protection of the
<br />environment;
<br />(h) "Equipment" shall mean all items of property described in Schedules and subject to this Agreement, and all replacement parts,
<br />additions, and accessions to and made a part thereof, and substitutions and modifications thereto;
<br />(i) "Equipment Location" shall mean the location(s) specified in a Schedule;
<br />0) "Escrow Account" shall mean an account established pursuant to an Escrow Agreement, if any;
<br />(k) "Escrow Agreement" shall mean an escrow agreement or a property acquisition agreement among Lessor, Lessee and an escrow
<br />agent or a property acquisition agent pursuant to which an account is established to pay the costs of the Equipment, if any;
<br />(1) "Event of Default" shall have the meaning set forth in Section 19 of this Agreement;
<br />(m) "Event of Loss" shall mean the determination of Lessor, in its sole discretion, that a unit of Equipment is lost, stolen or damaged
<br />beyond repair;
<br />(n) "Fair Market Value" shall mean the amount of money to be paid for the Equipment by a fully informed and willing buyer/user
<br />(including a lessee in possession) from a fully informed and willing seller assuming: (i) an arm's length transaction with neither
<br />party under the compulsion to buy or sell; and (ii) the Equipment is valued on a fully assembled and operational basis (including
<br />therein all necessary deinstallation, reinstallation and engineering costs) and is in the condition required by this Agreement;
<br />(o) "Fiscal Year" shall mean the 12-month fiscal period that commences and ends every year on the dates shown on the execution
<br />page hereof,
<br />(p) "Initial Fiscal Period" and "Initial Term" shall mean the period from the Lease Commencement Date through the duration of
<br />Lessee's then current Fiscal Year;
<br />(q) "Lease" shall mean with respect to each piece of Equipment, this Agreement and the Schedule and the Acceptance Certificate
<br />relating to such Equipment, which shall together constitute a separate contract relating to such Equipment, and the general
<br />terms and conditions of which shall be contained in this Agreement;
<br />(r) "Lease Commencement Date" shall mean the date that Lessor's commitment to make funds available to Lessee under the Lease
<br />is exchanged for Lessee's commitment to make payment under the Lease, which date shall be specified in each Schedule;
<br />(s) "Lease Payments" shall mean the rental payments evidenced by principal and interest portions of the payments due under the
<br />Lease as specified on the payment schedule attached to the Lease;
<br />(t) "Lease Term" shall have the meaning set forth in Section 2 of this Agreement;
<br />(u) "Liens" shall mean levies, liens, encumbrances, leases, security interests, mortgages, pledges, judgments, attachments,
<br />warrants, writs, other judicial processes and/or claims of any nature whatsoever by or of any person;
<br />(v) "Manufacturer" shall mean each of the manufacturers or vendors, or authorized affiliates or agents, from whom Lessee has
<br />ordered or with whom Lessee has contracted for the manufacture, delivery, and/or installation of the Equipment;
<br />(w) "Net Proceeds" shall mean any insurance proceeds or condemnation awards paid with respect to any Equipment remaining
<br />after payment therefrom of all expenses incurred in the collection thereof,
<br />(x) "Non -Appropriation Event" and "Non -Renewal Event" shall have the respective meanings set forth in Subsection 5.2 of this
<br />Agreement;
<br />(y) "Opinion of Counsel" shall mean an opinion of Lessee's Counsel in a form provided by and acceptable to Lessor;
<br />(z) "Permitted Modifications" shall mean modifications which, as determined by Lessor, do not: (i) impair the originally intended
<br />function, capabilities, specifications and performance of any unit of Equipment; (ii) impair any maintenance agreements,
<br />
|