Rental Payment Date to such purchase date, computed on the basis of a 360-day year of twelve 30-day
months.
Upon the exercise of the option to purchase set forth above, title to the Equipment will be vestedin
Lessee, free and clear of any claim by or through Lessor.
(b) In the event monies remain in any escrow fund established under an escrow agreement, upon receipt
by the escrow agent under such escrow agreement of a duly executed certificate of acceptance and
payment request identified as the final such request, the remaining monies in such escrow fund shall,
first be applied to all reasonable fees and expenses incurred by such escrow agent, if applicable, in
connection with such escrow fund as evidenced by its statement forwarded to Lessor and Lessee; and,
second be paid to Lessor, for application against the outstanding principal components of Rental
Payments, including pre payment of Rental Payments hereunder, unless Lessor directs that payment of
such amount be made in such other manner that, in the opinion of nationally recognized counsel in the
area of tax exempt municipal obligations satisfactory to Lessor, will not adversely affect the exclusion of
the interest components of Rental Payments from grossincome for federal income tax purposes. If any
such amount is applied against the outstanding principal components of Rental Payments, the Payment
Schedule attached hereto will be revised accordingly.
Section 32. Determination of Fair Purchase Price. Lessee and Lessor hereby agree and determine
that the Rental Payments hereunder during the Original Term and each Renewal Term represent the fair
value of the use of the Equipment and that the amount required to exercise Lessee’s option to purchase
the Equipment pursuant to Section 31 represents, as ofthe end of the Original Term or any Renewal
Term, the fair purchase price of the Equipment. Lessee hereby determines that the Rental Payments do
not exceed a reasonable amount so as to place Lessee under a practical economic compulsion to renew
this Agreement or to exercise its option to purchase the Equipment hereunder. In making such
determinations, Lessee and Lessor have given consideration to (a) the costs of the Equipment, (b) the uses
and purposes for which the Equipment will be employed by Lessee, (c) the benefit to Lessee by reason of
the acquisition and installation of the Equipment and the use of the Equipment pursuant to the terms
and provisions of this Agreement, and (d) Lessee’s option to purchase the Equipment. Lessee hereby
determines and declares that the acquisition andinstallation of the Equipment and the leasing of the
Equipment pursuant to this Agreement willresult in equipment of comparable quality and meeting the
same requirements and standards as would be necessary if the acquisition and installation of the
Equipment were performed by Lessee other than pursuant to this Agreement. Lessee hereby determines
and declares that the Maximum Lease Term does not exceed the useful life of the Equipment.
Section 33. Assignment by Lessor. Lessor’s interest in, to and under this Agreement and the
Equipment may be assigned and reassignedin whole or in part to one or more assignees by Lessor
without the necessity of obtaining the consent of Lessee; and such assignment, transfer or conveyance
shall be made only to (i) an affiliate of Lessor or (ii) banks, insurance companies or other financial
institutions or their affiliates, but no such assignment, transfer or conveyance shall be effective as
against Lessee unless and until Lessor has delivered to Lessee written notice thereof that discloses the
name(s) and address(es) of the assignee(s) or the Lease Servicer (as hereafter provided). Nothing herein
shall limit the right of Lessor or its assignees to sell, assign or grant participation interests in this
Agreement to one or more entities listed in (i) or (ii); provided that if such assignmentis made pursuant
to a participation, custodial or similaragreement under which multiple ownership interests in this
Agreement are created, it shall establish a single entity, owner, servicer or other fiduciary or agent to act
on behalf of all of the holders of such participation interests (herein referred to as the “Lease Servicer”)
with respect to the rights and interests of such holders hereunder, including the exercise of rights and
remedies thereunder upon the occurrence of an event of default or an event of non-appropriation, and
furtherincluding the maintenance ofa register by which a record of the names and addresses of such
holders as of any particular time is kept and agrees, upon request of Lessee, to furnish such
information to Lessee. Lessee will retain all notices of assignment as a register of all assignees and will
make all payments to the assignee, assignees or Lease Servicer designatedin such register. Lessee
agrees to execute all documents, including notices of assignment and chattel mortgages or financing
statements that may be reasonably requested by Lessor or any assignee to protect its interest in the
Equipment andin this Agreement and agrees to the filing of financing statements with respect to the
Equipment and this Agreement. Lessee will not have the right to and will not assert against any
assignee any claim, counterclaim, defense, set-off or other right Lessee may have against Lessor.
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