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represents that the use of Equipment is essential to its proper, efficient and economic operation. If a Lease Payment or any other amount
<br />due under a Lease is eleven (11) days or more late, then Lessee, at Lessor's option and without further demand or notice, will be assessed
<br />a late charge equal to 5% of said late payment, but not to exceed the maximum amount allowed by law, and Lessee shall be obligated
<br />to pay the same immediately upon receipt of Lessor's written invoice therefor; provided, that this provision shall not be applicable to
<br />the extent that the application thereof would affect the validity of this Agreement.
<br />PAYMENT DATES. If the due date of any payment under any Schedule shall be a day that is not a Business Day, the due date shall be
<br />extended to the next succeeding Business Day; provided, however, that if such next succeeding Business Day occurs in the following
<br />calendar month, then the due date shall be the immediately preceding Business Day. "Business Day" means any day other than a
<br />Saturday, a Sunday, or other day on which Lessor is required to be closed.
<br />Section 4. ACQUISITION, DELIVERY AND ACCEPTANCE.
<br />4.1 Lessee shall advise Lessor of its desire to lease Equipment, the Equipment cost, the Manufacturer, the expected
<br />delivery date and the desired lease terms for such Equipment. By execution hereof, Lessor has made no commitment to lease any
<br />Equipment to Lessee. Nothing herein shall obligate Lessor to lease any Equipment to Lessee until Lessor has executed a Schedule
<br />relating thereto. If Lessor, in its sole discretion, determines that the proposed Equipment may be subject to a Lease hereunder, Lessor
<br />shall furnish to Lessee a proposed Schedule relating to the Equipment completed insofar as possible. Lessee shall order the Equipment
<br />from the appropriate Manufacturer or Manufacturers; however, in no event, shall Lessee enter into any contract or issue a purchase order
<br />which references Lessor. Lessor shall have no obligation to make any payment, or reimburse Lessee for any payment, made to any
<br />Manufacturer for any Equipment (or if applicable, consent to a disbursement by an escrow agent) until five (5) Business Days after
<br />Lessor has received all of the following in form and substance satisfactory to Lessor: (a) a Schedule executed by Lessor and Lessee; (b)
<br />an Acceptance Certificate (however, if Lessor and Lessee agree to utilize an Escrow Agreement as provided for herein, an Acceptance
<br />Certificate is not required until portions of the Equipment which are operationally complete or functionally independent are delivered
<br />and accepted, or all of the Equipment is delivered and accepted); (c) a resolution, ordinance or other official action has been taken by or
<br />on behalf of Lessee to authorize the acquisition of the Equipment on the terms provided in the Schedule and evidence thereof has been
<br />provided to Lessor; (d) evidence of insurance with respect to the Equipment in compliance with the terms of this Agreement; (e)
<br />Manufacturer invoices and/or bills of sale relating to the Equipment and if such invoices have been paid by Lessee, evidence of payment
<br />thereof and, if applicable, evidence of official intent to reimburse such payment as required by the Regulations promulgated under the
<br />Code; (f) as applicable, financing statements showing Lessee as debtor and/or the original certificate of title or Manufacturer's certificate
<br />of origin and title application, if any, of the Equipment that is subject to certificate of title laws showing Lessor as sole lienholder; (g) a
<br />completed and executed Form 8038-G or -GC or evidence of filing thereof with the United States Secretary of Treasury; (h) an Opinion
<br />of Counsel; and (i) any other documents or items required by Lessor.
<br />4.2 Notwithstanding the foregoing provisions regarding the acquisition of the Equipment, if, upon agreement by Lessor
<br />and Lessee as to any Equipment to be acquired and leased by Lessee under this Agreement, Lessor and Lessee enter into an Escrow
<br />Agreement, then (a) Lessor and Lessee shall immediately complete and execute a Schedule relating to the Equipment; (b) the amount
<br />deposited by Lessor into the Escrow Account shall be repaid by the Lease Payments due under the related Lease; and (c) the Lease
<br />Payments relating to the Equipment shall have an aggregate principal component equal to the amount of Lessor's deposit into the Escrow
<br />Account and shall be due and payable as provided in the related Schedule commencing upon the deposit of funds by Lessor into the
<br />Escrow Account. Lessee acknowledges and agrees that no disbursements shall be made from an Escrow Account except for portions
<br />of the Equipment which are operationally complete and functionally independent and which may be utilized by Lessee without regard
<br />to whether the balance of the Equipment is delivered and accepted.
<br />4.3 Following Lessor's receipt of the foregoing documents, Lessee will cause the Equipment to be delivered to Lessee at
<br />the Equipment Location. Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and
<br />acceptance of the Equipment. After delivery of the Equipment, and subject to the Equipment being operational after reasonable
<br />inspection and testing of the Equipment by Lessee, Lessee will accept the Equipment by executing and delivering to Lessor an
<br />Acceptance Certificate. Lessor hereby leases to Lessee all Equipment made subject to a Schedule and Acceptance Certificate, and
<br />Lessee hereby leases from Lessor such Equipment, upon the terms set forth in this Agreement and in the related Schedule and an
<br />Acceptance Certificate. During the Lease Term, Lessor covenants to provide Lessee with quiet use and enjoyment of the Equipment,
<br />and Lessee shall peaceably and quietly have, hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as
<br />expressly set forth in this Agreement.
<br />Section 5. NON -RENEWAL AND NON -APPROPRIATION OF FUNDS.
<br />5.1 For each Lease, Lessee represents and warrants that the necessary funds have been appropriated to make the Lease
<br />Payments, and meet its other obligations, with regards to the Equipment for the duration of Lessee's Initial Fiscal Period, and that such
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