Laserfiche WebLink
-13- <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, it being understood that Lessee’s obligation <br />to make Rental Payments is not secured by a pledge of, or lien on, the Revenues or the Net <br />Revenues (as such terms are defined in the Project Finance Agreement). <br />Section 4.04. Rental Payments to be Unconditional. Except as provided in Section 3.03 <br />of this Agreement, the obligations of Lessee to make Rental Payments and to perform and <br />observe the other covenants and agreements contained in this Agreement shall be absolute and <br />unconditional in all events without abatement, diminution, deduction, set-off or defense, for any <br />reason, including without limitation any failure of the Equipment, disputes with the Lessor or the <br />Vendor of any Equipment, any defects, malfunctions, breakdowns or infirmities in the <br />Equipment or any accident, condemnation or unforeseen circumstances, or failure of any Vendor <br />to deliver any Equipment or otherwise perform any of its obligations for whatever reason, <br />including bankruptcy, insolvency, reorganization or any similar event with respect to any Vendor <br />or under any Vendor Agreement. <br />Section 4.05. Tax Covenants. 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 a timely manner, any action, which omission would cause <br />the interest component of Rental Payments to be or to become ineligible for the exclusion from <br />gross income of the owner or owners thereof for Federal income tax purposes. <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 (which retroactive date shall be the earliest date as of which the interest component <br />of any Rental Payment is deemed includible in the gross income of the owner or owners thereof <br />for Federal income tax purposes, which may be earlier than the date of delivery of such <br />determination by the Internal Revenue Service), and Lessee will pay such additional amount as <br />will result in the owner receiving 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 paid or payable pursuant to this Agreement becoming <br />includible for Federal income tax purposes in an owner’s gross income as a consequence of any <br />act, omission or event whatsoever, including but not limited to the matters described in the <br />immediately succeeding sentence, and regardless of whether the same was within or beyond the <br />control of Lessee. An Event of Taxability shall be presumed to have occurred upon (a) the <br />receipt by Lessor or Lessee of an original or a copy of an Internal R evenue Service Technical <br />Advice Memorandum or Statutory Notice of Deficiency or other written correspondence which <br />legally holds that the interest component of any Rental Payment is includable in the gross <br />income of the owner thereof; (b) the issuance of any public or private ruling of the Internal <br />Revenue Service that the interest component of any Rental Payment is includable in the gross <br />292