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<br />Payment due on such date, and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule A
<br />opposite such Lease Payment Date. In the event that Lessee is obligated to make such payment pursuant to
<br />subparagraph (b) above with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata
<br />amount of the Lease Payment and the Concluding Payment to be made by Lessee with respect to the Equipment
<br />which as suffered the event of loss.
<br />
<br />14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to
<br />be affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's
<br />expense, fumish a waiver of any interest in the Equipment from any party having an interest in any such real
<br />estate or building.
<br />
<br />15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended
<br />coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering
<br />such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may
<br />self-insure against any or all such risks. In no event will the insurance limits be less than the amount of the then
<br />applicable Concluding Payment with respect to such Equipment. Each insurance policy will name Lessee as an
<br />Insured and Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give
<br />Lessor or its assigns at least thirty (30) days prior written notice of any alteration in the terms of such policy or the
<br />cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their
<br />Interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will
<br />deliver to Lessor a certificate evidencing such insurance. Irt the event that Lessee has been permitted to self-
<br />insure, Lessee will fumish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury
<br />or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make
<br />available to Lessor all information and documentation relating thereto and shall permit Lessor to participate and
<br />cooperate with Lessee in making any claim for insurance in respect thereof.
<br />
<br />16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all
<br />claims, actions proceedings, expenses, damages or liabilities, including attomey's fees and court costs, arising in
<br />connection with the Equipment, including, but not limited to, its selection, purchase, delivery, installation,
<br />possession, use, operation, rejection, or retum and the recovery of claims under insurance policies thereon. The
<br />indemnification prOVided under this Section shall continue in full force and effect notwithstanding the full payment
<br />of all obligations under this Lease or the termination of the Lease Term for any reason.
<br />
<br />17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,
<br />hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in ..
<br />this Lease or the Equipment or (ii) sublet or lend the Equipment or permit it to be used by anyone other than "
<br />Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to the Lease Documents, the
<br />Equipment and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part, and
<br />Lessee's rights will be subordinated thereto.. Any such assignees shall have all of the rights of Lessor under this
<br />Lease, Subject to the foregoing, this Lease inures to the benefit of and is binding upon the successors and assigns
<br />of the parties hereto. Lessee covenants and agrees not to assert against the assignee any claims or defenses by
<br />way of abatement setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. Upon
<br />assignment of Lessor's interests herein, Lessor will cause written notice of such assignment to be sent to Lessee
<br />which will be sufficient if it discloses the name of the assignee and address to which further payments hereunder
<br />should be made. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee
<br />will acknowledge such assignments in writing if so requested. Lessee shall retain all notices of assignment and
<br />maintain a book-entry record (as referred to in Section 21) which identifies each owner of Lessor's interest in the
<br />Lease. Upon Lessee's receipt of written notice of Lessor's assignment of all or any part of its interest in the Lease,
<br />Lessee agrees to attom to and recognize any such assignee as the owner of Lessor's interest in this Lease, and
<br />Lessee shall thereafter make such payments, including without limitation such Lease Payments, as are indicated in
<br />the notice of assignment, to such assignee.
<br />
<br />18. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of anyone or
<br />more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes
<br />due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date
<br />thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or
<br />observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by
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<br />Document: '_sag'.doc rev.0397
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