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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.
<br /> 17. TAX COVENANTS. Lessee hereby covenants and agrees that:
<br /> (a) Lessee shallcomply 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 Internal Revenue Form 8038G or 8038GC, as the case may
<br /> be, and any other information statements reasonably requested by Lessor;
<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
<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.
<br /> 18. ASSIGNMENT.
<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 /> 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 /> AGAI~ST 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 BANC ONE CORPORATION or any of its direct or indirect subsidiaries. Lessee shall keep a complete and accurate
<br /> record of all such assignments in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to
<br /> acknowledge in writing any such assignments if so requested.
<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 shall 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.
<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 /> 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 due
<br /> 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; @ 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 made
<br /> by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to
<br /> have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents
<br /> to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a
<br /> petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding
<br /> under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60)
<br /> days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any
<br /> time with Lessor.
<br /> MLD 01 (4/26/96)
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