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same instrument, provided that only the original of each Schedule and Acceptance Certificate marked "Original - Chattel Paper" on the
<br />execution page thereof shall constitute chattel paper under the Uniform Commercial Code.
<br />Section 27. USURY. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
<br />notwithstanding any provisions to the contrary, in no event shall this Agreement or any Lease hereunder require the payment or permit
<br />the collection of any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law. Any such
<br />excess shall first be applied to reduce the principal portion of the Lease Payments, and when no principal portion of the Lease Payments
<br />remains, refunded to Lessee. In determining whether the interest paid or payable exceeds the highest lawful rate, the total amount of
<br />interest shall be spread through the Lease Term so that the interest is uniform through such term.
<br />Section 28. LESSEE'S PERFORMANCE. Time is of the essence, and Lessor's failure at any time to require strict performance by
<br />Lessee of any of Lessee's obligations shall not waive or diminish Lessor's rights thereafter to demand strict compliance by Lessee.
<br />Section 29. THIRD PARTY BENEFICIARIES. Nothing herein shall be construed or interpreted to give any person other than Lessee
<br />and Lessor any legal or equitable right, remedy or claim under or in respect of this Agreement or any Lease, and Lessor and Lessee
<br />agree that no Manufacturer is a third party beneficiary of this Agreement, and there are no third party beneficiaries of this Agreement.
<br />Section 30. APPROPRIATION NECESSARY FOR PECUNIARY OBLIGATIONS. If and to the extent that any provision of a
<br />Lease imposes any pecuniary obligation on Lessee, other than the obligation to pay Lease Payments due during the current fiscal year
<br />from money duly appropriated for that purpose and certified as available or in the process of collection by Lessee's fiscal officer, that
<br />pecuniary obligation is subject to the appropriation of sufficient funds for that purpose by Lessee's governing body and the certification
<br />by Lessee's fiscal officer that those funds are available or in the process of collection.
<br />Section 31. OFAC PATRIOT ACT NOTICE. Lessee shall (a) ensure that no person who owns a controlling interest in or otherwise
<br />controls Lessee is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by
<br />the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury or included in any Executive Orders, that prohibits or
<br />limits Lessor from making any advance or extension of credit to Lessee or from otherwise conducting business with Lessee and (b)
<br />ensure that the proceeds resulting from any Lease shall not be used to violate any of the foreign asset control regulations of OFAC or
<br />any enabling statute or Executive Order relating thereto. Further, Lessee shall comply with all applicable Bank Secrecy Act ("BSA")
<br />laws and regulations, as amended. Lessor hereby notifies Lessee that pursuant to the requirements of the Patriot Act it, or its agent, is
<br />required to obtain, verify and record information that identifies Lessee, which information includes the name and address of Lessee and
<br />other information that will allow Lessor to identify Lessee in accordance with the Patriot Act. Lessee hereby agrees that it shall promptly
<br />provide such information upon request by the Lessor.
<br />Section 32. NO ADVISORY OR FIDUCIARY RELATIONSHIP. In connection with all aspects of the transaction contemplated
<br />hereby (including in connection with any amendment, waiver, or other modification hereof), Lessee acknowledges and agrees,
<br />that: (a) (i) the services regarding this Agreement provided by Lessor and any affiliate thereof are arm's-length commercial transactions
<br />between Lessee, on the one hand, and Lessor and its affiliates, on the other hand, (ii) Lessee has consulted its own legal, accounting,
<br />regulatory, and tax advisors to the extent it has deemed appropriate, and (iii) Lessee is capable of evaluating, and understands and
<br />accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other related documents, including any
<br />Escrow Agreement; (b) (i) Lessor and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in
<br />writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for Lessee, or any other
<br />person and (ii) neither Lessor nor any of its affiliates has any obligation to Lessee with respect to the transactions contemplated hereby
<br />except those obligations expressly set forth herein; and (c) Lessor and its affiliates may be engaged in a broad range of transactions that
<br />involve interests that differ from those of Lessee, and neither Lessor nor any of its affiliates has any obligation to disclose any of such
<br />interests to Lessee. To the fullest extent permitted by law, Lessee hereby waives and releases any claims that it may have against Lessor
<br />or any of its affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
<br />transactions contemplated hereby.
<br />Section 33. ELECTRONIC TRANSACTIONS. The parties to this Agreement agree that the transaction described herein may be
<br />conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other
<br />reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all
<br />purposes, including the filing of any claim, action, or suit in the appropriate court of law.
<br />Section 34. FURTHER ASSURANCES. The parties hereto further covenant and agree to do, execute and deliver, or cause to be
<br />done, executed and delivered, and covenant and agree to use their best efforts to cause their successors and assigns to do, execute, and
<br />deliver, or cause to be done, executed, and delivered, all such further acts, transfers and assurances, in order to provide for the
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