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<br />Lessee's properties may be bound or affected;
<br />
<br />(e) there is no pending, or to the best of Lessee's knowledge threatened, litigation of any nature which may have a
<br />material adverse effect on Lessee's ability to perform its obligations under the Lease; and
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<br />(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee's
<br />obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.
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<br />17. TAX COVENANTS. Lessee hereby covenants and agrees that:
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<br />(a) Lessee shall comply with all of the requirements of Secticn 149(a) and Section 149(e) of the Code, as the same
<br />may be amended from time to time, and such compliance shall include, but not be limited to, executing and filing Internal
<br />Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by
<br />Lessor;
<br />
<br />(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to
<br />be an "arbitrage bond" within the meaning of Section 148(a) of the Code or any Lease to be a "private activity bond" within the
<br />meaning of Section 141 (a) of the Code; and
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<br />(c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest
<br />portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the
<br />Code.
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<br />18. ASSIGNMENT.
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<br />18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any
<br />Lease or any Equipment or any interest in any Lease or Equipment.
<br />
<br />18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or
<br />assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or
<br />lienholder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO
<br />ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT
<br />OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by
<br />Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor's obligations under the
<br />applicable Lease. An assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be
<br />enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address
<br />of each such Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor
<br />assigns a Lease to BANK ONE CORPORATION (and its successors or assigns) or any of its direct or indirect subsidiaries.
<br />Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section
<br />149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and
<br />registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to
<br />acknowledge in writing any such assignments if so requested.
<br />
<br />18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof
<br />is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations
<br />of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any
<br />kind in, any Non-Assigned Lease or any Equipment covered by any Non-Assigned Lease; and (c) Assignee shall exercise its
<br />rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the
<br />Master Lease) solely with respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been
<br />assigned to a single Assignee pursuant to a written agreement; and "Non-Assigned Leases" means all Leases excluding the
<br />Assigned Leases.
<br />
<br />18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors,
<br />administrators, successors and assigns of the parties hereto.
<br />
<br />19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of anyone or more of the following
<br />events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes
<br />due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b)
<br />Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or
<br />observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not
<br />cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty
<br />made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any
<br />time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or
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