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as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the
<br />Termination Date, title will immediately vest in Lessor or its assigns without any action by Lessee and Lessee shall immediately
<br />surrender possession of the: Equipment to Lessor. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor
<br />first and prior security interest in any and all additions, attachments accessions, and substitutions thereto, and on any proceeds
<br />therefrom; (ii) agrees that it shall protect and defend Lessee's title to the Equipment and lessor's rights and interests therein, and will
<br />otherwise keep the Equipment free and clear from any and all claims,liens and encumbrances of Lessee's creditors;(iii) agrees that
<br />this Lease may be filed as a financing statement evidencing such security interest; and (iv) agrees to execute and deliver all financing
<br />statements, certificates of title and other instruments in form satisfactory to Lessor necessary or appropriate to evidence such security
<br />interest, and appoints Lessor as its attorney in fact to execute any financing statement on Lessee's behalf. All items of Equipment shall
<br />at all times be and remain personal property notwithstanding that any such Equipment may now or hereafter be affixed to realty; in
<br />addition, if requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party
<br />having an interest in any such real estate or building.Lessee acknowledges that it is acquiring, purchasing and leasing the Equipment
<br />"where-is/as is" and "with all faults."
<br />14. TAX MATTERS,COVENANTS AND INDEMNITY PAYMENTS. Lessee and Lessor assume that Lessor or its assigns can; and
<br />intend that, Lessor will be able to exciuAE the interest component of Rental Payments on the Lease from its federal gross income.
<br />Accordingly, Lessee covenants and agrees that it will:
<br />(i) not take any action that would cause the interest component of Rental Payments to be or to become ineligible for the
<br />exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be
<br />taken, in timely manner, any action, which omission would cause the interest component of Rental Payments to be or to become
<br />ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes;
<br />(ii) rebate an amount equal to excess earning on any Escrow Fund to the United States government if required by, and in .
<br />accordance with, Section 148(f) of the Code and to make the annual determinations and maintain the records applicable thereto;
<br />(iii) use a book entry to record the identity of any assigns so as to meet the requirements of Section 149(a) of the Code;
<br />(iv) to complete and file in a timely manner an information reporting return (either Form 8038-G or Form 8038 -GC, as
<br />appropriate) in the form attached as Exhibit D hereto with respect to this Lease as required by Section 149(e) of the Code;
<br />(v) not permit the proceeds of the Lease to be directly or indirectly used for a private business use within the meaning of
<br />Section 141 of the Code;
<br />(vi) ensure that any monies deposited by Lessor into escrow are not invested in such a manner as to result in the Lease being
<br />treated as an "arbitrage bond" or "federally guaranteed bond" within the meaning of Section 148(a) or Section 149(b) of the Code,
<br />respectively;
<br />(vi)comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section
<br />103 of the Code; and
<br />(vii)cause to be executed and delivered to Lessor a No Arbitrage Certificate if requested.
<br />Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that
<br />is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or indirectly to purchase
<br />the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of
<br />which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this Agreement and a rental
<br />payment fund that will not ear $100,000 or more in one year.
<br />If Lessee breaches any covenant or representation contained in this Paragraph 14, the interest component of Rental Payments may
<br />become includable in gross :income of the owner or owners thereof for federal income tax purposes. Accordingly if Lessor either (1)
<br />receives notice, in any form., from the Internal Revenue Service or (ii) reasonably determines, based on an opinion of independent
<br />tax counsel selected by Lessor and approved by Lessee (which approval Lessee shall not unreasonably withhold) that Lessor may not
<br />exclude interest from federal gross income, then Lessee shall pay to Lessor, within thirty (30) days an amount equal to the sum of
<br />(x)penalties, tines, interest and additions to tax (including taxes imposed on the interest payments paid under the Lease through the
<br />date of such event) that are imposed on Lessor as a result of the loss of exclusion and that Lessor cannot deduct in computing its
<br />federal income tax liability divided by one minus the highest Federal regular marginal tax rate in effect for the tax period for which
<br />Lessor lost the exclusion plus (y) penalties, fines, interest and additions to tax that are imposed on Lessor as a result of the loss of
<br />the exclusion and that Lessor can deduct in computing federal income tax liability. Additionally, Lessee agrees that upon the
<br />occurrence of such an event, it shall pay as additional interest to Lessor on each succeeding payment due date under the Lease such
<br />amounts as will be determined by Lessor to compensate Lessor for the loss of such excludibility and maintain Lessor's after tax yield
<br />evidenced by this Lease (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which
<br />determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease not constitute a "true"
<br />lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the
<br />Equipment for federal incoine tax purposes. .
<br />In addition to the foregoing, in the event that a question arises as to Lessee's qualification as a political subdivision, Lessee agrees
<br />to execute a power of attorney authorizing Lessor to make application to the Internal Revenue Service for a letter ruling with respect
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