Rent Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.
