SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

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"Net Proceeds" means any insurance proceeds or condemnation awazds paid with respect to any Equipment remaining after payment therefrom of all expenses incurred in the collection thereof. "Non-Appropriation" means the failure of Lessee, Lessee's governing body, or, if applicable, the governmental entity from which Lessee obtains its operating and/or capital funds to appropriate money for any Fiscal Year sufficient for the continued performance by Lessee of all of Lessee's obligations under this Agreement, as evidenced by the passage of an ordinance or resolution specifically prohibiting Lessee from performing its obligations under this Agreement with respect to any Equipment, and from using any moneys to pay any Rental Payments due under this Agreement for a designated Fiscal Year and all subsequent Fiscal Yeazs. "Payment Date" means each date upon which a Rental Payment is due and payable as provided in a Payment Schedule. "Payment Schedule" means the schedule of Rental Payments attached to an Equipment Schedule. "Principal" means the portion of any Rental Payment designated as and comprising principal as provided in a Payment Schedule. "Prepayment Price" means the amount so designated and set forth opposite a Payment Date in a Payment Schedule indicating the amount for which Lessee may purchase the related Equipment Group as of such Payment Date after making the Rental Payment due on such Payment Date. "Rental Payment" means each payment due from Lessee to Lessor on a Payment Dale. "Specifications" means the bid specifications and/or purchase order pursuant to which Lessee has ordered any Equipment from a Vendor. "State" means the state or commonwealth in which Lessee is situated. "Vendoi' means each of the xnanufacNrers or vendors from which Lessee has ordered or with which Lessee has contracted For the manufacture, delivery and/or installation of the Equipment. Section 1.2. Exhibits. Exhibit A Equipment Schedule including form of Acceptance Certificate and form of Payment Schedule. Exhibit B-1: Form of Tax Agreement and Arbitrage Certificate (Escrow). Exhibit C-1: Form of Resolution of the Governing Body of Lessee relating to each Lease (Escrow). Exhibit D: Form of Incumbency Certificate as to each officer or representative of Lessee executing this Agreement or any Lease. Exhibit E: Form of Opinion of Independent Counsel to Lessee. Exhibit F: Form of Escrow Agreement. Exhibit G-1: Form of Confirmation of Outside Insurance. Exhibit G-2: Form of Questionnaire for Self-Insurance and Addendum to Equipment Schedule Relating to Self-Insurance. ARTICLE II. LEASE OF EQUIPMENT Section 2.1. Acquisition of Equipment. Prior to the addition of any Equipment Group, Lessee shall provide Lessor with a description of the equipment proposed to be subject to a Lease hereunder, including the cost and vendor of such equipment, the expected delivery date and the desired lease terms for such equipment, and such other infomtation as the Lessor may require. If Lessor, in its sole discretion, detemrines the proposed equipment may be subject to a Lease hereunder, Lessor shall furnish to Lessee a proposed Equipment Schedule relating to the Equipment Group for execution by Lessee and then Lessor. By execution hereof, Lessor has made no commitment to lease any equipment to Lessee. Section 2.2. Disbursement. Lessor shall have no obligation to make any disbursement to a Vendor or reimburse Lessee for any payment made to a Vendor for an Equipment Group (or, if the escrow procedure described in Section 2.4 hereof is utilized, consent to a disbursement by the Escrow Bank) unril five (5) business days after Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a completed Equipment Schedule executed by Lessee; (b) an Acceptance Certificate in the form included with Exhibit A hereto; (c) a resolution or evidence of other official action taken by or on behalf of the Lessee to authorize the acquisition of the Equipment Group on the terms provided in such Equipment Schedule; (d) a Tax Ageement and Arbittage Certificate in the form of Exhibit B-1 (as applicable) attached hereto; (e) evidence of insurance with respect to the Equipment Group in compliance with Article VII of this Agreement; (f) Vendor invoice(s) and/or bill(s) of sale relating to the Equipment Group, and if such invoices have been paid by Lessee, evidence of payment thereof and evidence of official intent to reimburse such payment as required by the Code; (g) financing statements naming Lessee as debtor and/or the original certificate of title or manufacturer's certificate of origin and title application, if any, for any Equipment which is part of such Equipment Group and is subject to certificate of title laws; (h) a completed and executed Form 8038-G or 8038-GC, as applicable, or evidence of filing thereof with the Secretary of Treasury; (i) an opinion of counsel to the Lessee substantially in the form of Exhibit E hereto, and (j) any other documents or items reasonably required by Lessor. }/182008 NeQ-ESC DOOrtv 01105stic