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warranties or licenses with respect to any unit of Equipment; (iii) violate any Manufacturer requirements; (iv) adversely affect
<br />the Equipment's resale value; and (v) cause any damage to any unit of Equipment upon removal;
<br />(aa) "Prepayment Date" and "Prepayment Premium" shall have the respective meanings set forth in Section 17 of this Agreement;
<br />(bb) "Regulations" shall mean the applicable proposed, temporary, or final Income Tax Regulations promulgated by the United
<br />States Department of the Treasury under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of
<br />1954, as such regulations may be amended or supplemented from time to time;
<br />(cc) "Renewal Act" shall mean the affirmative act of Lessee whereby Lessee gives notice of its intent to renew the affected Lease
<br />for the applicable Renewal Term, provided, that, if permitted by applicable State law, the act of the governing body of Lessee
<br />whereby it appropriates funds to pay Lease Payments for a Lease that are due and payable in such succeeding Renewal Term
<br />shall be deemed such an affirmative act of Lessee;
<br />(dd) "Renewal Term" shall mean each twelve month period that shall correspond to Lessee's Fiscal Year and shall commence on
<br />the first day following the last day of the Initial Term or the preceding Renewal Term, as the case may be, provided, that the
<br />last scheduled Renewal Term of any Lease shall be such lesser number of months as may be necessary to extend the Lease
<br />Term of said Lease to the date that the last Lease Payment stated in the Schedule is due and payable;
<br />(ee) "Return Date" shall have the respective meanings set forth in Subsection 5.2 of this Agreement.
<br />(ff) "Schedule" shall mean a form of equipment schedule, including all exhibits thereto, provided by and acceptable to Lessor,
<br />executed by Lessor and Lessee, describing the Equipment and setting forth the Lease Payments and Concluding Payments;
<br />(gg) "State" shall mean the state or commonwealth in which Lessee is located; and
<br />(hh) "Taxes" means present and future taxes, levies, duties, assessments (special or general) or other governmental charges (federal,
<br />state and/or local) that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor,
<br />including, without limitation (i) sales, use, excise, licensing, registration, titling, gross receipts, ownership, leasing, rental,
<br />possession, stamp and personal property taxes, and (ii) interest, penalties, or fines on any of the foregoing.
<br />Section 2. TERM.
<br />2.1 This Agreement shall be in effect from the Agreement Date set forth in the first page hereof. For each Lease, its lease
<br />term shall consist of an Initial Term and, if renewed as stated below in this Section 2.1, additional Renewal Terms (collectively, the
<br />Initial Term and all applicable Renewal Terms shall hereinafter be referred to as the "Lease Term"). Each Lease shall automatically
<br />terminate at the end of the Initial Term or Renewal Term then in effect unless prior to the end of the Initial Term or Renewal Term, a
<br />Renewal Act is taken by Lessee and upon such a Renewal Act, the succeeding Renewal Term shall commence.
<br />2.2 The Lease Term of each Lease will terminate upon the earlier of. (a) the termination of a Lease by Lessee in accordance
<br />with Subsection 2.1, Subsection 5.2, or Section 17 hereof; (b) an Event of Default by Lessee and Lessor's or its assigns' election to
<br />terminate such Lease pursuant to terms hereunder; or (c) the payment by Lessee of all Lease Payments and all other amounts authorized
<br />or required to be paid by Lessee pursuant to such Lease.
<br />Section 3. LEASE PAYMENTS. From the Lease Commencement Date, Lessee agrees to pay to Lessor or its assigns the Lease
<br />Payments, including the principal and interest portions, equal to the amounts specified in the related Schedule, and a portion of each
<br />Lease Payment is paid as and represents the payment of interest as set forth therein. Unless otherwise stated, the interest component
<br />under each Schedule shall be computed on the basis of a 360-day year consisting of twelve 30-day months, from the Lease
<br />Commencement Date at the interest rate or rates set forth in each respective Schedule. The Lease Payments will be payable, exclusively
<br />from moneys legally available therefor, in lawful currency of the United States, without notice or demand at the designated office of
<br />Lessor (or such other place as Lessor or its assignee may from time to time designate in writing). Lease Payments will commence on
<br />the first Lease Payment date, which Lessor is authorized to designate and which is set forth in the related Schedule, and thereafter on
<br />the dates set forth therein. All of Lessee's obligations under this Agreement and each Lease shall constitute a current expense of
<br />Lessee for the Fiscal Year in which the obligation is due and shall not constitute an indebtedness of Lessee within the constitution
<br />and laws of the State, nor shall anything contained herein or therein constitute a pledge of any taxes, funds or other moneys
<br />(other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for this Agreement and the Net
<br />Proceeds of the Equipment) or the full faith and credit of Lessee. Except as specifically provided in Section 5 hereof, the Lease
<br />Payments will be absolute and unconditional in all events and will not be subject to any abatement, diminution, deduction, set-off,
<br />defense, counterclaim, or recoupment for any reason whatsoever, including without limitation, any failure of the Equipment to be
<br />delivered or installed, any defects, malfunctions, breakdowns, or infirmities in the Equipment or any accident, condemnation, or
<br />unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the
<br />related Lease Term and hereby covenants that it will do all things lawfully within its power, including (without limitation) the exhaustion
<br />of all administrative remedies, in order to obtain, maintain and properly request and pursue funds from which the Lease Payments may
<br />be made, including making provisions for such payments to the extent necessary in each budget submitted for the purpose of obtaining
<br />funds, using its bona fide best efforts to have such portion of the budget approved. It is Lessee's intent to continue each Lease hereunder
<br />for its entire Lease Term and to pay all Lease Payments relating thereto if funds are legally available therefor and in that regard Lessee
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