Laserfiche WebLink
legally available for that purpose and shall not in any way be construed to be a debt of Lessee in <br />contravention of any applicable constitutional or statutory limitation or requirement concerning <br />the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of <br />the general tax revenues, funds or moneys of Lessee. <br /> Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03, <br />the obligations of Lessee to make Rental Payments and to perform and observe the other <br />covenants and agreements contained in this Agreement shall be absolute and unconditional in all <br />events without abatement, diminution, deduction, set-off or defense, for any reason, including <br />without limitation any failure of the Equipment, any defects, malfunctions, breakdowns or <br />infirmities in the Equipment or any accident, condemnation or unforeseen circumstances, <br />disputes with the Vendor of any Equipment or Lessor, or failure of any Vendor to deliver any <br />Equipment or otherwise perform any of its obligations for whatever reason, including <br />bankruptcy, insolvency, reorganization or any similar event with respect to the Vendor. <br /> Section 4.05. Tax Covenants. (a) Lessee agrees that it will not take any action that would <br />cause the interest component of Rental Payments to be or to become ineligible for the exclusion <br />from gross income of the owner or owners thereof for federal income tax purposes, nor will it <br />omit to take or cause to be taken, in timely manner, any action, which omission would cause the <br />interest component of Rental Payments to be or to become ineligible for the exclusion from gross <br />income of the owner or owners thereof for federal income tax purposes. <br /> (b) In the event that Lessee does not spend sufficient moneys in the Escrow Account <br />within six (6) months after the date the deposit is made pursuant to Section 3.04(c), Lessee will, <br />if required by Section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and <br />deposit the Rebate Amount (as defined in Section 1.148-3(b) of the Federal Income Tax <br />Regulations) not less frequently than once per year after the Commencement Date; and (ii) rebate <br />to the United States, not less frequently than once every five (5) years after the Commencement <br />Date, an amount equal to at least 90% of the Rebate Amount and within 60 days after payment of <br />all Rental Payments or the Prepayment Price as provided in Section 10.01(a) hereof, 100% of the <br />Rebate Amount, as required by the Code and any regulations promulgated thereunder. Lessee <br />shall determine the Rebate Amount, if any, at least every year and upon payment of all Rental <br />Payments or the Prepayment Price and shall maintain such determination, together with any <br />supporting documentation required to calculate the Rebate Amount, until six (6) years after the <br />date of the final payment of the Rental Payments or the Prepayment Price. <br /> Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability, the <br />interest component of Rental Payments and any charge on Rental Payments or other amounts <br />payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate <br />retroactive to the date as of which the interest component is determined by the Internal Revenue <br />Service to be includible in the gross income of the owner or owners thereof for federal income <br />tax purposes, and Lessee will pay such additional amount as will result in the owner receiving <br />the interest component at the Taxable Rate. <br />For purposes of this Section, “Event of Taxability” means the circumstance of the interest <br />component of any Rental Payment becoming includable for federal income tax purposes in an <br />165