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connection therewith represents that it has formally adopted and <br />approved a resolution to that effect, a certified copy of which <br />is attached. As of December 31 of this year, Lessee agrees to <br />reaffirm in writing to Lessor its adherence to this provision. <br />Should Lessee, at any time prior to December 31 of this year <br />discover it no longer meets this condition, it will immediately <br />notify Lessor in writing. Upon receipt of such notice and <br />determination by counsel acceptable to Lessor that such event <br />results in an Event of Taxability, Lessor will adjust the <br />interest element of the Periodic Payment as provided in the <br />following paragraph. In the event previous Periodic Payments are <br />retroactively affected, Lessor will invoice Lessee for the amount <br />due as well as any other sum required as Additions to Tax, which <br />Lessee will pay within ten days. <br />If the maximum marginal percentage rate of federal income <br />tax applicable to the taxable income of Lessor (hereinafter the <br />"Federal Tax Rate ") changes after the Lease Commencement Date, <br />the applicable rate of interest on this Lease immediately prior <br />to such change shall be adjusted, effective on the date of such <br />change, to equal the product of (i) such applicable rate <br />multiplied by (ii) a fraction, (x) the numerator of which is 100% <br />minus the Federal Tax Rate as so adjusted and (y) the denominator <br />of which is 100% minus the Federal Tax Rate in effect on the date <br />hereof. <br />(8) DEFAULT AND REMEDIES: Lessee or Lessor shall be deemed <br />to be in default with respect to a provision of this Agreement <br />if, having been sent written notice of the breach of such <br />9 <br />