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<br />203193300.19 -10- <br /> <br />1.111 “Program” shall mean Equipment, Sites, website, Backend Software and Computer <br />Hardware and the Services. <br />1.112 “Program Area” shall mean the entire area of all Participating Cities. <br />1.113 “Program Fleet” shall mean the total number of Bicycles required to serve the Program <br />Area as specified in Section 3. <br />1.114 “Program Name” has the meaning given such term in Section 10.2. <br />1.115 “Program Property” shall mean (a) the Equipment, and (b) all relevant licenses and rights <br />to the Equipment and the Software (excluding Operator Non-Basic Function Software). <br />1.116 “Program Property Assignment Conditions” shall mean the following: (a) Operator and <br />the purchaser of the Program Property have agreed on the purchase price for the Program Property, which <br />shall be based on the fair market value of the Program Property as an installed system at the time of the <br />purchase, (b) such purchaser has paid Operator the agreed upon purchase price for the Program Property, <br />and (c) such purchaser and Operator have entered into a license agreement with respect to the Operator <br />Basic Function Software, which license agreement shall (i) strictly prohibit use of the Operator Basic <br />Function Software for any other purpose other than the operation of the Program during such purchaser’s <br />tenure as operator of the Program, (ii) strictly prohibit the sale, lease, license, sublicense or other transfer <br />of such software, (iii) strictly prohibit any attempt to derive the source code of such software, (iv) strictly <br />prohibit the development of any derivative software based on such software, and (v) contain such other <br />customary terms and provisions intended to govern the licensing and use of proprietary software by a <br />competitor of the licensor to prevent, or limit the risk of, unauthorized use or infringement of such <br />software by such licensee or any third part y, and such other customary terms and provisions intended to <br />protect the licensor from the licensee or any third party obtaining proprietary information for use by such <br />licensee or any third party other than the use specifically authorized in such license agreement. <br />1.117 “Prohibited Advertising” shall mean outdoor advertising that is prohibited by local laws, <br />regulations or ordinances of the Participating City. <br />1.118 “Property Damage Breach” has the meaning given such term in Section 15.3.2. <br />1.119 “Rebalancing” shall mean actions taken by Operator to prevent or rectify Cluster Outages, <br />subject, however, to Section 2.6.2(b). <br />1.120 “Recognized Lender” shall mean the holder of a Recognized Loan. <br />1.121 “Recognized Loan” shall mean any loan that is held by an Institutional Lender. <br />1.122 “Regular Annual Member” has the meaning given such term in Section 9.2.1. <br />1.123 “Regular Annual Membership” has the meaning given such term in Section 9.2.1. <br />1.124 “Renewal Term” has the meaning given such term in Section 2.4. <br />1.125 “Renewal Condition” has the meaning given such term in Section 2.4.