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<br />applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
<br />property acquisition laws) and all applicable judgments and court orders;
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<br />(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breacll or
<br />violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which
<br />Lessee's properties may be bound or affected;
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<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 Section 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, keeping a complete and accurate
<br />record of any assignments of any Lease and executing and filing lntemal Revenue Form 8038G or 8038GC, as the case may
<br />be, and any other information statements reasonably requested by Lessor;
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<br />(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any actallow, 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
<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.
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<br />18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign
<br />a security interest in any Lease and Its Equipment, in whole or in part, to any party at any time. Any such assignee or lienholder
<br />(an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT
<br />AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER
<br />SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any
<br />such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An
<br />assignment or reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against
<br />Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such
<br />Assignee; provided, that such notice from Lessor to Lessee of any assignment shall not be so required if Lessor assigns a
<br />Lease to BANK ONE CORPORATION (and its successors or assigns) or any of its direct or indirect subsidiaries. Lessee shall
<br />keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code.
<br />Lessee agrees to acknowledge in writing any such assignments if so requested.
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<br />18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is
<br />hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of
<br />Lessee under any Non-Assigned Leases; (b) said Assignee shaH have no Lien on, nor any claim to, nor any interest of any kind
<br />in. any Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor
<br />(including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases.
<br />"Assigned Leases" means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and
<br />"Non-Assigned Leases" means all Leases excluding the Assigned Leases.
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<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.
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<br />19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of anyone or more of the following
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<br />MLD 01 (4/26/96)
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