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with all laws, ordinances and regulations relating to, and shall pay all costs, claims, damages,
<br /> fees and charges arising out of its possession, use or maintenance. Lessee, at its expense, shall
<br /> keep the Equipment in good repair and furnish all parts, mechanisms and devices required
<br /> therefore.
<br /> 11.Taxes. Lessee agrees to pay, promptly when due, all assessments, license and
<br /> registration fees, taxes (including sales, use, excise, personal property, ad valorem, stamp,
<br /> documentary and other taxes) and all other governmental charges, fees, fines or penalties
<br /> whatsoever, whether payable by Lessor or Lessee, on or relating to the Equipment, or the
<br /> purchase, ownership,possession, leasing, operation, use or disposition thereof, and on or relating
<br /> to this Agreement for the rent or other payments hereunder (excluding taxes on or measured by
<br /> the net income of Lessor) and to prepare and file promptly with the appropriate office any and all
<br /> returns required to be filed with respect thereto (sending copies thereof to Lessor) or, if requested
<br /> by Lessor, to notify Lessor of such requirement and furnish Lessor with all information required
<br /> by Lessor so that it may effect such filing. If Lessee fails to pay said charges and taxes when due,
<br /> Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor
<br /> pays any taxes, assessments, fees, or other governmental charges for which Lessee is responsible
<br /> or liable pursuant to the foregoing, Lessee shall reimburse Lessor therefor within 5 days after
<br /> demand by Lessor. All amounts under this paragraph (other than interest)payable to Lessor shall
<br /> be computed on an "after tax" basis so that such payments shall be in an amount which, when
<br /> reduced by the increase in the income tax liability or liabilities of Lessor, if any, as a result of
<br /> such payment by Lessee, shall equal the after-tax cost of the tax, assessment, fee or other
<br /> governmental charge paid by the Lessor.
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<br /> 12.Exemption from Federal Taxation. The Lessor has entered into this Agreement
<br /> g ent
<br /> contemplating that the interest portion of rental payments will be exempt from income taxation.
<br /> In the event any governmental taxing authority successfully imposes tax treatment, under this
<br /> Agreement or any other lease of the Lessor which, in the opinion of Lessor's counsel, will be
<br /> determinative of the tax treatment under this Agreement, which differs from the tax treatment
<br /> contemplated to be taken by the Lessor hereto at the inception of this Agreement or which
<br /> effectively denies to the Lessor the use or benefit of such tax treatment as contemplated,
<br /> (including, but not limited to, the taxability of the interest portion of the rental payments caused
<br /> by the non-applicability of Code Section 103(a) or the denial under Code Section 265(b), of a
<br /> deduction for a portion of interest expense of Lessor, the affiliated group (as defined in Code
<br /> Section 1504(a) of which Lessor is a member, or any separate member of the affiliated group of
<br /> which Lessor is a member) then Lessee agrees to pay rents with an interest factor equal to the
<br /> maximum rate of interest which, under applicable law, Lessor is permitted to charge,
<br /> retroactively from the effective date of imposition of the change of tax treatment through the
<br /> term of this Agreement during which the change of tax treatment is imposed, with credit being
<br /> given for rental payments having already been made by Lessee during the period for which the
<br /> change is imposed, and subsequently thereto, as rental payments would otherwise become due,
<br /> until the end of the lease term. Any retroactive payments of rent under this paragraph shall be
<br /> due and payable at the date that Lessor gives notice to Lessee of imposition of the change of tax
<br /> treatment.
<br /> Lessee agrees to pay its pro-rata share of attorney's fees that may reasonably be
<br /> incurred by Lessor in the event legal action or administrative action is taken by the Lessor to
<br /> secure the tax treatment intended to be taken by Lessor under this Agreement or any other lease
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