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“Equipment” means the property listed in the Equipment Schedule and all replacements, <br />repairs, restorations, modifications and improvements thereof or thereto made pursuant to <br />Section 8.01 or Article V. Whenever reference is made in this Agreement to Equipment, such <br />reference shall be deemed to include all such replacements, repairs, restorations, modifications <br />and improvements of or to such Equipment. <br />“Equipment Costs” means the total cost of the Equipment, including related costs such as <br />freight, installation and sales and other taxes, capitalizable costs, and costs of issuance incurred <br />in connection with the acquisition and/or financing of the Equipment. <br />“Equipment Schedule” means the equipment schedule attached hereto as Exhibit A and <br />made a part hereof (including any duly authorized and executed amendments thereto). <br />“Escrow Account” means the fund established and held by the Escrow Agent pursuant to <br />the Escrow Agreement. <br />“Escrow Agent” means the Escrow Agent identified in the Escrow Agreement, and its <br />successors and assigns. <br />“Escrow Agreement” means the Escrow and Account Control Agreement in form and <br />substance acceptable to and executed by Lessee, Lessor and the Escrow Agent, pursuant to <br />which an Escrow Account is established and administered. <br />“Event of Default” means an Event of Default described in Section 12.01. <br />“Lease Term” means the Scheduled Term upon its expiration or as terminated as <br />provided in Section 3.03. <br />“Lessee” means the entity referred to as Lessee in the first paragraph of this Agreement. <br />“Lessor” means (a) the entity referred to as Lessor in the first paragraph of this <br />Agreement or (b) any assignee or transferee of any right, title or interest of Lessor in and to this <br />Agreement, including the Equipment, the Rental Payments and other amounts due hereunder, <br />pursuant to Section 11.01, or the Escrow Account, but does not include any entity solely by <br />reason of that entity retaining or assuming any obligation of Lessor to perform hereunder. <br />“Material Adverse Change” means any change in Lessee’s creditworthiness that could <br />have a material adverse effect on (a) the financial condition or operations of Lessee relating to <br />the General Fund of Lessee, or (b) Lessee’s ability to perform its obligations under this <br />Agreement. <br />“Original Term” means the period from the Commencement Date until the end of the <br />fiscal year of Lessee in effect at such Commencement Date. <br />“Payment Schedule” means the payment schedule attached hereto as Exhibit B and made <br />a part hereof. <br />157