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Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee s failure to deliver possession as required In addition Lessor may by written instructions to any escrow agent who is holding proceeds of the Property Schedule instruct such escrow agent to release all such proceeds and any earnings thereon to Lessor such sums to be credited to Lessee s obligations under the Property Schedule and this Agreement Lessee shall notify Lessor in wnting within seven(7)days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments but failure to provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee 6 07 Defeasance of Lease Payments Lessee may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying all of the principal component and interest component accruing under a Property Schedule a sum of cash and non-callable secunties consisting of direct obligations of or obligations the principal of an interest on which are unconditionally guaranteed by the United States of America or any agency or instrumentality thereof in such aggregate amount bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose Upon such defeasance all right title and interest of Lessor in the Property under said Property Schedule shall terminate Lessee shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Lease Payments on said Property Schedule is not adversely affected 6 08 Gross-Up If an Event of Taxability occurs with respect to a Property Schedule the interest component of Lease Payments on the Property Schedule shall thereafter be payable at the Taxable Rate and Lessee shall pay to Lessor promptly following demand an amount sufficient to supplement pnor Lease Payments on such Property Schedule so that Lessor receives the interest component of such Lease Payments retroactive to the date as of which the interest component is determined to be includible in the gross income of Lessor for federal income tax purposes calculated at the Taxable Rate together with any penalties and interest actually imposed on Lessor as a result of the Event of Taxability For purposes of this Section "Event of Taxability means with respect to a Property Schedule (a)a final determination by the Internal Revenue Service or a court of competent jurisdiction that the interest component of Lease Payments on the Property Schedule is includible for federal income tax purposes in the gross income of Lessor or(b)receipt by Lessor of a written opinion of a nationally recognized public finance lawyer or law firm to the effect that there exists substantial doubt whether the interest component of Lease Payments on the Property Schedule is excludible for federal income tax purposes from the gross income of Lessor in each case due to any action or failure to take action by Lessee Taxable Rate means the interest rate at which the interest component of Lease Payments on a Property Schedule was originally calculated divided by 0 65 ARTICLE VII 7 01 Title to the Property Upon acceptance of the Property by Lessee and unless otherwise required by the laws of the State,title to the Property shall vest in Lessee subject to Lessor's interests under the applicable Property Schedule and this Agreement 7 02 Personal Property The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon If requested by Lessor Lessee will at Lessee's expense,furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building 7 03 Security Interest To the extent permitted by law and to secure the performance of all of Lessee's obligations under this Agreement with respect to a Property Schedule including without limitation all Property Schedules now existing are hereafter executed Lessee grants to Lessor for the benefit of Lessor and its successors and assigns a secunty interest constituting a first lien on Lessee's interest in all of the Property under the Property Schedule whether now owned or hereafter acquired all additions attachments alterations and accessions to the Property all substitutions and replacements for the Property and on any proceeds of any of the foregoing including insurance proceeds Lessee shall execute any additional documents including financing statements affidavits notices and similar instruments in form and substance satisfactory to Lessor which Lessor deems necessary or appropriate to establish maintain and perfect a security interest in the Property in favor of Lessor and its successors and assigns Lessee hereby authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish maintain and perfect such security interest ARTICLE VIII 8 01 Maintenance of Property by Lessee Lessee shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications shall use operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership possession use and maintenance and shall keep the Property free and clear of all liens and claims other than those created by this Agreement Lessee shall have sole responsibility to maintain and repair the Property Should Lessee fail to maintain preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications and if requested by Lessor Lessee will enter into maintenance contracts for the Property in form approved by Lessor and with approved providers 8 02 Liens, Taxes, Other Governmental Charges and Utility Charges Lessee shall keep the Property free of all levies liens and encumbrances except for the interest of Lessor under this Agreement The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and therefore that the Property will be exempt from all property taxes The Lease Payments payable by Lessee under this Agreement and the Property Schedules hereunder have been established to reflect the savings resulting from this exemption from taxation Lessee will take such actions necessary under applicable law to obtain said exemption Nevertheless if the use possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property Lessee shall pay all gas water steam electricity heat power telephone utility and other charges incurred in the operation maintenance use occupancy and upkeep of the Property Lessee shall pay such taxes or charges as the same may become due provided that,with respect to any such taxes or charges that may lawfully be paid in installments over a period of years Lessee shall be obligated to pay only such installments as accrue dunng the then current fiscal year of the Lease Term for such Property 8 03 Insurance At its own expense Lessee shall maintain(a)casualty insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Lessor in an amount equal to at least the outstanding principal component of Lease Payments and (b)liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor and (c)worker's compensation insurance covering all employees working on in near or about the Property provided that Lessee may self-insure against all such nsks All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement All such insurance shall be with insurers that are authonzed to issue such insurance in the State All such liability insurance shall name Lessor as an additional insured All such casualty insurance shall contain a provision making any losses payable to Lessor and Lessee as their respective interests may appear All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving wntten notice thereof to Lessor and Lessee at least thirty(30)days in advance of such cancellation or modification Such changes shall not become effective without Lessor's pnor wntten consent Lessee shall furnish to Lessor on or before the Commencement Date for each Property Schedule and thereafter at Lessor's request certificates evidencing such coverage or,if Lessee self-insures a written description of its self-insurance program together with a certification from Lessees risk manager or insurance agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above 8 04 Advances In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order Lessor may but shall be under no obligation to,purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the applicable Property Schedule and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date such amounts are advanced until paid at the rate of 12%per annum or the maximum amount permitted by law whichever is less ARTICLE IX 9 01 Damage or Destruction If(a)the Property under a Property Schedule or any portion thereof is destroyed in whole or in part or is damaged by fire or other casualty or(b)title to or the temporary use of the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person firm or corporation acting pursuant to governmental authority Lessor and Lessee will cause the Net Proceeds(as hereinafter defined)of any insurance claim,condemnation award or sale under threat of condemnation to be applied to the prompt replacement repair,restoration modification or improvement of the Property unless Lessee shall have exercised its right to defease the Property Schedule as provided herein or unless Lessee shall have exercised its option to purchase Lessor's interest in the Property if the Property Schedule so provides Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee For purposes of Section 8 03 and this Article IX the term Net Proceeds'shall mean the amount remaining from the gross proceeds of any insurance claim condemnation award or sale under threat of condemnation after deducting all expenses including attorneys'fees incurred in the collection thereof 9 02 Insufficiency of Net Proceeds If the Net Proceeds are insufficient to pay in full the cost of any repair restoration, modification or improvement referred to in Section 9 01, Lessee shall (a)complete such replacement repair restoration modification or improvement and pay any costs thereof in excess of the amount of the Net