SR 05:105 - Laserfiche WebLink

Governmental Entity Lease End of ~: At the end of the term, Lessee will purchase all, but not less l'han all of the equipment for $1. Structure: Tiffs lease is a lease intended as security ~ansactien; all tax benefits will remain with Lessee; the lease will be a net £mancial lease, and ali expenses, including (but not limited to) insurance, maintenance, and taxes, will be for the account of Lessee. The lease will be subject to non-appropriation and California Law. Governmental l~arly Termination: Assianment: The Base Rent installments are calculated on the assumptions, and Lessee will represent, that Lessee is a state or political subdivision of a state within the meaning of Section 103(c) of the Internal Revenue Code (the "Code") and that this lransaction will constitute an obligation of Lessee within the meaning of Section 103(a) of the Code. Lessee shall provide Lessor with such evidence as Lesser may request to substantiate and maintain such tax status. Lessee will indenmify Lessor, on a lump-sum, after-tax basis, against any loss of Federal income tax exemption of the interest portion oftha rentals and agninat any penalties and interest imposed by the Internal Revenue Service on Lessor in connection therewith. The lease will provide that: 1) Lessee will provide, at its expense, casualty insurance (with such deductibles as Lessor may approve). 2) If a casualty renders the Equipment a total loss, Lessee will either replace the Equipment, in which case Lessor will convey the damaged Equipment to Lessee, or pay Lessor an amount equal to the unpaid balance of the lease (using its own funds and any available insurance proceeds), and rent will cease tu accrue under the lease. 3) If Lessee fails to make any ~nt payment when due, provide any required insurance or perform any of its other obligations under the lease, Lessor may terminate the lease, repossess the Equipment and recover from Lessee any deficiency between the fair market sale value of or actual net sale proceeds from the Equipment and the unpaid balance of the lease, plus custs and expenses. 4) Upon any Early Termination of the Lease, (a) Lessee may purchase the Equipment by paying Lesser the unpaid balance of the lease and (b) unless Lessee so purchases the Equipment, Lessee will, at its expense, promptly return the Equipment to Lessor. For the first 36 months Lessee may prepay the lease on any rental payment date for a premium of 1% of the then outstanding balance. After the first 36 months, the lessee may prepay the lease with no penalty. Lessor shall be entitled to assign its right, title and interest in the Lease to a mastee for the purpose of issuing certificates of participation or other forms of certificates evidencing an undivided interest in such Lease, provided such certificates are sold only on a private placement basis (and not pursuant to any "public offering") to a purchaser(s) who represent that (I) such purchaser has sufficient knowledge and experience in £mancial and business matters to be able to evaluate the risks and merits of the invesmaent (ii) such purchaser understands neither the Lease or certificates will be registered under the Securities Act of 1933, (iii) such purchaser is either an "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, or a qualified institutional buyer within the meaning of Rule 144A, and (iv) that it is the intention of such purchaser to acquire such certificates (A) for investment for its own account or (B) for resale in a lransaction exempt from registration under the Securities Act of 1933.