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20. PREPAYMENT OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment prior to the Termination Date on any Lease Payment Date set forth in Schedule B by paying to Lessor, on such date, the Concluding Payment as set forth in Schedule B. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY , EXPRESS OR IMPLIED . 21 . TAX ASSUMPTION ; COVENANTS. Lessee hereby covenants with respect to this Lease that ( i) neither the payment of the Lease Payments hereunder nor any portion thereof is secured by any interest in property used or to be used in a trade or business of a non-exempt person (within the meaning of Section 103 of the Code) or in payments with respect to such property or is derived from payments with respect to property, or borrowed money, used or to be used ina trade or business of a non-exempt person (within the meaning of Section 103 of the Code) ; (ii) no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section 103 of the Code); (iii) it will not take any action or permit or suffer any action to be taken or condition to exist if the result of such action or condition would be to cause its obligation to make Lease Payments to be guaranteed, directly or indirectly, in whole or in part, by the United States or by any agency or instrumentality thereof; ( iv) it will neither take any action (including, without limitation, entering into any lease, sublease , output contract, management contract, take-or-pay contract oc other arrangement) nor omit to take any action if the result of such action or omission would be to cause the interest portion of each Lease Payment to become includable in the income of Lessor for purposes of federal, state or local income tax ; (v) it will provide (or cause to be provided) to Lessor such other information as Lessor may reasonably request from Lessee to enable Lessor to fulfill tax filing, audit and litigation obligations, including, but not limited to, federal and state income tax filing obligations ; (vi) it will timely file a statement with respect to this Lease in the form required by Section 149(e) of the Internal Revenue Code of 1986 , as amended (the "Code"); and (vii) neither take any action or omit to take any action if the result of such action or omission would be to cause this Lease to be an " arbitrage bond " within the meaning of Section 148 of the Code . If this Lease is accompanied by an Escrow Agreement, Lessee will execute and deliver to Lessor an Arbitrage Certificate ( in the form provided by Lessor) . If Lessor receives notice, in any form, from the Internal Revenue Service or it is determined based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval shall not be unreasonably withheld, that the interest portion of any Lease Payment is includable in the income of Lessor for purposes of federal, state or local income tax, Lessee , at its option, shall either ( i) pay the Concluding Payment as provided in Section 20 hereof and terminate the Lease or ( ii) within 30 days after notice from Lessor, pay Lessor an amount which will restore to Lessor its after-tax yield as contemplated by this transaction from the date that the interest portion became taxable through the date of such additional rental payment and will further pay additional rent to Lessor on each succeeding Lease Payment Date in such amount as will maintain Lessor ' s after-tax yield as contemplated by this transaction. 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time . Any such notice shall be deemed to have been received five days subsequent to mailing. 23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location . 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] FLLease Rev . July 1 , 2001 02/02/05 4 : 14 PM Pale 6 of 7