Agmt 2005 Banc of America Leasing & Capital LLC

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MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT This Master Equipment Lease/Purchase Agreement (the ~Agreement~ dated as of May 2, 2005, and entered into between Banc of America Leasing 8>; Capital, LLC, a Delaware limited liability company (°L.essor~, and City of San Leandro, California, a body corporate and politic existing under the laws of the State of California ("l,essee'~. WITNESSETH: WHEREAS, Lessee desires to lease and acquire from Lessor certain Equipment described in each Schedule (as each such term is defined herein), subject to the terms and conditions of and for the purposes set forth in each Lease; and in the event of a conflict the terms of a Schedule prevail; and WHEREAS, the relationship between the parties shall be a continuing one and items of equipment may be added to the Equipment from time to time by execution of additional Schedules by the parties hereto and as otherwise provided herein; and WHEREAS, Lessee is authorized under the constitution and laws of the State to enter into this Agreement and the Schedules hereto for the purposes set forth herein; and WHEREAS, the governing body of Lessee has authorized the execution and delivery of this Agreement and the Leases pursuant to Resolution No. 2005-050 , approved on ~pI7118 .2005; Now, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE I Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: °Acquisition Amounts means the amount specified in each Lease and represented by Lessee to be sufficient to acquire the Equipment listed in such Lease, which amount shall be not less than $100,000 for each Lease. "Acquisition Fund° means, with respect to any Lease, the fund established and held by the Escrow Agent pursuant to the related Escrow Agreement, if any. °Escrow Agreement° means, with respect to any Lease, an Escrow Agreement, substantially in the form of Exhibit A attached hereto, in form and substance acceptable to and executed by Lessee, Lessor and the Escrow Agent, pursuant to which an Acquisition Fund is established and administered. #219845v12A (Gov't Entity Master Lease) 1