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<br />THIS ADDENDUM, which is entered into as of 9(15/2009 betvreen Brocade Communications Systems, Ina ("Lessor") and City of Casselberry
<br />("Lessee"), is intended to modifiy and supplement the Tax-Exempt Lease/Purchase Agreement betvdeen Lessor and Lessee of even date herewith (the "A.greement").
<br />Capitalized terms not othenr~ise defined herein shall have the meanings set forth in the Agreement.
<br />The P,areement is hereby amended as set forth Gelow whether the Lessee is a county, municipality or school district:
<br />A. The section entitled "LEASE PAYMENTS" is amended by the addition of the following to the end of said section: "Lessor
<br />acknowledges that in no event may it compel the use cf ad valorem taxing pourer to compel Lessee to pay Rental Payments or other payment obliy^ations under this
<br />Agreement.
<br />B. The Seciior~ entitled "QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST" is amended to read as follows:
<br />QUIET ENJOYP/iENT AND TERfJtINATION OF LESSOR'S INTEREST: The Lessee shall have the right of quiet enjoyment of the Property throughout the Lease Terrn.
<br />If Lessee shall have performed afI of its obligations and no default shall have occurred and be continuing under this Lease, and this Lease shall not have been earlier
<br />terminated with respect to the Property, then, at the end of the Lease Term with respect to any item of Property, Lessor's interest in such Property shall terminate.
<br />Unless otherwise required bylaw; title to the Property shalt be in the name ofLessee, sulijecfto Lessor'sinteresthoreunder.
<br />C. The section entitled "REMEDIES OF LESSOR" is amended to read as follows:
<br />REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, without any further notice, exerelse one or more of the
<br />following remedies as Lessor in its sole discretion shall elect: (a) terminate the Agreement and all of Lessee's rights hereunder as to any or all items of Property; (b)
<br />require Lessee, at Lessee's expense, to promptly return any or all of the Property to the possession of Lessor at such place within the Unfted States as Lessor shall
<br />specify, and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from the disposition of the property in excess of the sum required to
<br />(i) pay to Lessor an amount equal to the total unpaid principal component of Rental Payments under the Property Schedule, including principal component not
<br />otherwise due until future fiscal years, (ii) pa•,r ar~y other amounts then due under the Properly Schedule, and (iii) pay Lessor's costs and expenses associated with the
<br />disposition of the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no
<br />deficiency shall be allowed against Lessee; (c) proceed by appropriate court action or actions to enforce performance by Lessee of its obligations hereunder or to
<br />recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise; (d) declare all unpaid Lease Payments and
<br />othersems-payabte-hereunder-during the current fiscal year of the Lease-Term-to-be immediately-due and payable without any presentment, demand oc-protest-and/or
<br />take any and all actions to which Lessor shall be entitled under applicable law. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any riaht
<br />or remedy herein or at law or in equity or othenvse provided or permitted, but each shall be cumulative of every other right or remedy given hereunder or now or
<br />hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time. Lessee agrees to pay to Lessor cr
<br />reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessors costs of collection, including reasonable attorney fees, vrhether or not suit or action
<br />is tiled thereon. Lessee and Lessor hereby irrevocably waive all right to triaY by jury in any action, proceeding or counterclaim (whether based on contract, tort or
<br />otherwise) a; ising out of or relating to this Agreement. Following an Event of Default or aNon-Appropriation hereunder and upon failure of Lessee to voluntarily comply
<br />with the requirements hereunder to return possession to Lessor, Lessor may take any action, at law, that is permitted by applicable law and that may appear necessary
<br />or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement against Lessee's legally available funds. Lessor and Lessee agree
<br />that there is no intention to create under this Agreement and the app!icable Property Schedules a right of Lessor to dispossess Lessee involuntarily of the legal title tc or
<br />the right of use of the Property. Lessor hereby irrevocably waives any right to specific performance of Lessee's covenant to transfer legal title to and return of
<br />possession of the Property to Lessor.
<br />The Agreement is further hereby amended as set forth below depending whether the Lessee is a county, municipality or school district:
<br />I. Additional terms applicable to counties:
<br />A. If the term of the Properh Schedule under the Agreement exceeds 5 years, Lessee further represents and covenants that the Rental
<br />Payments are payable from source-s other than ~d vatorem taxes.
<br />B. Lessee further represents, covenants and warrants with respect io the Property Schedule chat it has been, or will be prier to its
<br />effective date, approved by the Board of County Commissioners of Lessee.
<br />II. Addi#ional terms applicable to municipalities:
<br />A. Lessee represents, covenants and warrants that the charter of the Lessee permits the lease purchasing of the Property under the
<br />Agreement.
<br />III. Additional terms applicable to school districts:
<br />A. The opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit C shall be provided by a law
<br />firm listed in The Bond Buyer's Municipal Marketplace (the "Red Book") under the Florida section of Municipal Bond Attorneys.
<br />IN ~NITNESS Vk'HEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized
<br />representatives as of the date first above written.
<br />Less®r: i3r^ a~= o~i: ° rticaiicns ^ start:, lr:e.
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<br />Name: j~ -
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<br />Lessee: fit ~ of Casselberr
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<br />This is c~ountetpart ~~ ci ~ manually exeeuted counterparts. Gnly counterpart #1 constitutes chattel paper
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