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Attachment 2 <br />Issuance Costs: Lessee will pay a documentation fee of $100 plus UCC fees. <br />Tax Status: The Interest Rate has been established on the assumption that <br />Lessee is a state or political subdivision within the meaning <br />of Section 103 of the Internal Revenue Code, and that <br />therefore interest will be exempt from federal income tax. <br />Lessee will make customary representations, warranties and <br />covenants to establish and maintain the exemption. If <br />qualified, Lessee will designate the Agreement as "bank <br />qualified." If the interest component of rental payments is <br />determined to be taxable, Lessee will pay Lessor on demand <br />such amounts (including additional interest, fines, penalties <br />and other additions to tax) as will restore to Lessor its <br />contemplated after -tax yield on the financing. <br />The Interest Rate will be subject to upward adjustment <br />during the Term if the federal corporate income tax rate is <br />reduced (or the benefit of the interest income exclusion <br />capped) to account for the reduced value of the interest <br />income exclusion to Lessor. <br />Opinions: Lessee will deliver an opinion of its counsel in form and <br />substance satisfactory to Lessor. <br />All opinions shall expressly provide that successors and <br />assigns of Lessor may rely on them. <br />Documentation: Lessor's standard form documentation, which such proposed <br />changes as Lessor may approve in its sole discretion. <br />Funding: An escrow account at SunTrust Bank will be established to <br />hold the financing proceeds. Monies in escrow will be <br />disbursed from time to time, upon delivery of documentation <br />specified in the escrow agreement and approval of Lessor, to <br />pay costs of the Property. Lessee will pay a $250 fee for the <br />account set up and administration. The fee will be paid for <br />out of the escrow earnings. However, in the event the <br />escrow account does not earn sufficient interest to pay the <br />escrow fee, the Lessee agrees to pay the shortfall amount. <br />Any excess interest earnings above $250 will be for the <br />benefit of the Lessee. <br />If Lessee intends to be reimbursed for any equipment cost <br />associated with the Agreement, intent for reimbursement <br />from the proceeds of the Agreement must be evidenced, and <br />must qualify under the Treasury Regulation Section 1.150.2. <br />