Agenda 04/27/1999 - Laserfiche WebLink

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10. WARRANTIES AND REPRESENTATIONS OF THE ESCROW AGENT The Escrow Agent warrants and represents to the Lessee as follows, which representations and warranties shall be continuing. The Escrow Agent is a .financial institution duly incorporated under the laws of and in good standing with the Commonwealth of Virginia and is duly authorized to enter into the transactions contemplated by this Agreement and to carry out its obligations hereunder. The Escrow Agent has full power and authority to enter into this Agreement and all other documents relating thereto and the performance of the Escrow Agent's obligations hereunder have been duly and validly authorized, executed and delivered by the Escrow Agent and approved under all laws, regulations and procedures applicable to Escrow Agent and constitutes a valid, legal and binding obligation of the Escrow Agent, enforceable in accordance with its terms. 11. TAX COVENANTS AND INDEMNIFICATION Covenants. The parties assume that the Lessor can exclude the interest component of the rental payments from Federal gross income. The Lessee covenants and agrees that it will (i) rebate an amount equal to any excess earnings on the Escrow Fund to the Federal Govemment if required by, and in accordance with, Section 148(t) of the Code, and make the annual determinations, and maintain the records required by and otherwise comply with all regulations applicable thereto; (ii) use a book entry system to register the owner of this Agreement so as to meet the applicable requirements of Section 149(a)(3) of the Code; (iii) timely file a Form 8038-G with the Internal Revenue Service in accordance with Section 149(e) of the Code; (iv) not permit the Equipment to be directly or indirectly used for a private business use within the meaning of Section 141 of the Code; and (v) comply with all provisions and regulations applicable to excluding interest from Federal gross income pursuant to Section 103 of the Code. The Lessee further covenants and agrees that (i) it has designated the obligations payable by it hereunder (the "Lease Obligations") as "qualified tax-exempt obligations" in accordance with the provisions of Section 265(b)(3)(B) of the Code and (ii) it and its subordinate entities (as defined in Section 265(b)(3)(E) of the Code) collectively (a) do not reasonably anticipate issuing more than $10 million in "qualified tax-exempt obligations" during calendar year 1999, not including "private activity bonds" other than "qualified 501(c)(3) bonds," as those terms are defined in the Code and not including refunding obligations not taken into account under Section 265(b)(3)(D)(I) of the Code by virtue of the provisions of Section 265(b)(3)(D)(ii) of the Code, and (b) will not designate more than $10 million in "qualified tax-exempt obligations" (including the Lease Obligations, but not including "private activity bonds" other than "qualified 501 (c)(3) bonds," as those terms are defined in the Code and not including refunding obligations not taken into account under Section 11