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<br />5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by
<br />Lessor ("Funding Conditions") have been satisfied, including, without limitation, the following: (a) Lessee has signed and
<br />delivered the Schedule and its Payment Schedule; (b) no Event of Default shall have occurred and be continuing; (c) no
<br />material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations
<br />and rulings thereunder (collectively, the "Code"); (d) no material adverse change shall have occurred in the financial condition
<br />of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except
<br />Lessor's Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received
<br />all of the following documents, which shall be reasonably satisfar.tory, in form and substance, to I_essor: (1) evidence of
<br />insurance coverage required by the Lease; (2) an opinion of Lessee's counsel; (3) reasonably detailed invoices for the
<br />Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee's governing body
<br />authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and
<br />certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or
<br />8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise
<br />reasonably requested by Lessor.
<br />
<br />6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.
<br />
<br />6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to
<br />make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term
<br />commences; and that it currently intends to make Rent Payments for the full Lease Term as scheduled in the applicable
<br />Payment Schedule if funds are appropriated for the Rent Payments in each succeeding fiscal year by its governing body.
<br />Without contractually committing itself to do so, Lessee reasonably believes that moneys in an amount sufficient to make all
<br />Rent Payments can and will lawfully be appropriated therefor. Lessee directs the person in charge of its budget requests to
<br />include the Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for
<br />such fiscal year; provided, that Lessee's governing body retains authority to approve or reject any such budget request. All
<br />Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally appropriated therefor. Lessor
<br />agrees that no Lease will be a general obligation of Lessee and no Lease shall constitute a pledge of either the full faith and
<br />credit of Lessee or the taxing power of Lessee.
<br />
<br />6.2 If Lessee's governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other
<br />payments due under a Lease and if other funds are not legally appropriated for such payments, then a "Non-Appropriation
<br />Event" shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate
<br />notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee's governing body; (b) on the
<br />Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at
<br />Lessee's sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date
<br />without penalty to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected
<br />Lease for which funds shall have been appropriated, provided further, that Lessee shall pay month-to-month rent at the rate
<br />set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2.
<br />"Return Date" means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a
<br />Lease.
<br />
<br />6.3 If a Non-Appropriation Event occurs, then, during the twelve (12) month period following the Return Date,
<br />Lessee agrees not to acquire (by purchase, lease or otherwise) replacement equipment which is functionally similar to the
<br />Equipment covered by such terminated Lease, or to appropriate funds for the acquisition of such replacement equipment.
<br />Notwithstanding the foregoing of this Section 6.3, the restrictions of this section 6.3 shall automatically and without further
<br />action of the parties be ineffective and be deleted: (a) from any terminated Lease if the net proceeds of the sale of the returned
<br />Equipment are sufficient to pay the Termination Value of the Equipment and all accrued but unpaid Rent Payments due under
<br />the affected Lease as of the Return Date; or (b) from any Lease if the application of the restrictions in this section 6.3 would
<br />not be permitted by then applicable law or would cause such Lease to be invalid or unenforceable in any material respect.
<br />
<br />7. LIMITATION ON WARRANTIES. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
<br />IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS TO THE
<br />MERCHANTABILITY OR FITNEss FOR ANY PARTICULAR PURPOSE OF ANY OF THE EQUIPMENT OR AS TO THE
<br />VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY OF ANY OF THE EQUIPMENT. For and during the
<br />Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties, express or implied,
<br />applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with
<br />such warranties at Lessee's sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in
<br />accordance with Lessee's specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any
<br />Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect
<br />to any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any representative of
<br />
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