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<br />16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and
<br />hold Lessor harmless from, any and all clp' actions proceedings,
<br />expenses. damages or Iiabilites, including Jrney's fees and court
<br />costs, arising In connection with tha Equipment, including, but not
<br />limited to, its selection, purchase, delivery, installation, possession, use.
<br />operation, rejection, or return and the recovery of claims under
<br />insurance policies thereon. The indemnification provided under this
<br />Section shall continue In full force and effect notwithstanding the full
<br />payment of all obligations under this Lease or the termination of the
<br />Lease Term for any reason.
<br />
<br />17. ASSIGNMENT. Without Lessor's prior written consent. Lessee
<br />will not either (i) assign, transfer, pledge, hypothecate, grant any security
<br />interest in or otherwise dispose of this Lease or the Equipment or any
<br />interest in this Lease or the Equipment or (ii) sublet or lend the
<br />Equipment or permit it to be used by anyone other than Lessee or
<br />Lessee's employees. Lessor may assign its rights, title and interest
<br />in and to the Lease Documents, the Equipment and/or grant or assign
<br />a security Interest in this Lease and the Equipment, in whole or in part.
<br />and Lessee's rights will be subordinated thereto. Any such assignees
<br />shall have all of the rights of Lessor under this Lease. Subject 10 the
<br />foregoing, this Lease inures to the benefit of and is binding upon the
<br />succassors and assigns of the parties hereto. Lessee covenants and
<br />agrees not to assert against the assignee any claims or defenses by
<br />way of abatement setoff, counterclaim, recoupment or the like which
<br />Lessee may have against lessor. Upon assignment of lessor's interests
<br />herein, lessor will cause written notice of such assignment to be sent
<br />to Lessee which will be sufficient if it discloses the name of the assignee
<br />and address to which further payments hereunder should be made.
<br />No further action will be required by lessor or by lessee to evidence
<br />the assignment, but Lessee will acknowledge such assignments in
<br />writing if so requested. lessee shall retain all notices of assignment
<br />and maintain a book-entry record (as referred to in Section 21) which
<br />identifies each owner of Lessor's interest in the lease. Upon Lessee's
<br />receipt of written notice of Lessor's assignment of all or any part of
<br />its Interest in the Lease, Lessee agrees to attorn to and recognize any
<br />such assignee as the owner of lessor's interest in this lease, and
<br />Lessee shall thereafter make such payments, including without
<br />limitation such lease Payments, as are indicated in the notice or
<br />assignment, to such assignee.
<br />
<br />16. EVENT OF DEFAULT. The term "Event of Default," as used
<br />herein, means the occurrence or anyone or more of the following
<br />events: (i) Lessee fails to make any Lease Payment (or any other
<br />payment) as it becomes due in accordance with the terms of this lease,
<br />and any such failure continues for ten (10) days aller the due date
<br />thereof; (ii) Lessee fails to perform or observe any other covenant,
<br />condition, or agreement to be performed or observed by it hereunder
<br />and such failure is not cured within twenty (20) days after written notice
<br />thereof by Lessor; (Iii) the discovery by Lessor that any statement,
<br />representation, or warranty made by Lessee in this lease or in any
<br />writing ever delivered by lessee pursuant hereto or in connection
<br />herewith was false, misleading, or erroneous in any material respect;
<br />(Iv) Lessee becomes insolvent, or is unable 10 pay its debts as Ihey
<br />become due, or makes an assignment for the benefit of creditors,
<br />applies or consents to the appointment of a receiver, trustee,
<br />conservator or liquidator of lessee or of any of its assets, or a petition
<br />for relief is filed by lessee under any bankruptcy, insolvency,
<br />reorganization or similar laws, or a petition in, or a proceeding under,
<br />any bankruptcy, insolvency, reorganization or similar laws is filed or
<br />instituted against lessee and Is not dismissed or fully stayed within
<br />twenty (20) days aller the Iiling or institution thereof; (v) Lessee fails
<br />to maka any payment when due or fails to perform or observe any
<br />covenant, condition, or agreement to be performed by it under any other
<br />agreement or obligation with Lessor or an affiliate of Lessor and any
<br />applicable grace period or notice with respect thereto shall have elapsed
<br />or been given; or (vi) an attachment, levy or execution Is threatened
<br />or levied upon or against the Equipment.
<br />
<br />19. REMEDIES. Upon the occurrence of an Event of Default, and
<br />as long as such Event of Default is continuing, Lessor may, at its option.
<br />exercise anyone or more of the following remedies: (i) by written notice
<br />
<br />to Lessee, declare an amount equal 10 all amounts then due under the
<br />Leaso, and all remf 9 Lease Payments due during the fiscal year
<br />of Lessee in which .d default occurs to be immediately due and
<br />payable, whereupon the same shall become immediately d~e and
<br />payable; (iI) by written notice to Lessee, request Lessee to (and Lessee
<br />agrees that It will), at Lessee's expense, promptly return the Equipment
<br />to lessor in the manner set forth in Section 5 hereol, or lessor, at its
<br />option, may enter upon the premises whare the Equipment is located
<br />and take immediate possession of and remove the same; (iii) sell or
<br />lease the Equipment or sublease it for the account of Lessee, holding
<br />Lessee liable for all Lease Payments and other payments due to the
<br />effective date of such selling. ieasing or subleasing and for the
<br />difference between the purchase price, rental and other amounts paid
<br />by the purchaser, lessee or sublessee pursuant to such sale, lease
<br />or sublease and the amounts otherwise payable by lessee hereunder;
<br />and (iv) exercise any other right. remedy or privilege which may be
<br />available to it under applicable laws of the state where the Equipment
<br />is then located or any other applicable law or proceed by appropriate
<br />court action to enforce the terms of this lease or to recover damages
<br />for the breach of this Lease or to rescind this lease as to any or all
<br />of Ihe Equipment. In addition, lessee will remain liable for all covenants
<br />and indemnities under this Lease and for all legal fees and other costs
<br />and expenses, including court costs, incurred by Lessor with respect
<br />to the enforcement of any of the remedies listed above or any other
<br />remedy available to Lessor.
<br />
<br />20. PURCHASE OPTION. Upon thirty (30) days prior writlen notice
<br />rrom lessee, and provided that there is no Event of Default, or an event
<br />which with notice or lapse of time, or both, could become an Event
<br />of Default, then existing, Lessee will have the right to purchase the
<br />Equipment on any Lease Payment date set forth in Schedule A hereto
<br />by paying to Lessor. on such date, the Lease Payment then due together
<br />with the Concluding Payment amount setlorth in Schedule A opposite
<br />such date. Upon satisfaction by Lessee of such purchase conditions,
<br />Lessor will transfer any and all of its right, title and Interest in the
<br />Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR
<br />IMPLIED. except Lessor will warrant that the Equipment is free and
<br />clear of any liens created by lessor.
<br />
<br />21. TAX ASSUMPTION; COVENANTS. The parties assume that
<br />Lessor can exclude from Federal gross income the interest portion of
<br />each Lease Payment set forth in Schedule A under the column
<br />captioned "Interest Portion."
<br />lessee covenants that it will (i) register this Lease and transfers
<br />thereof in accordance with section 149(a) of the Code and the
<br />regulations thereunder, (ii) timely file a statement with respect to this
<br />lease in the required form in accordance with section 149(e) of the
<br />Code, (iii) not permit the property Iinanced by this Lease to be directly
<br />or indireclly used for a private business use within the meaning of
<br />section 141 of the Code. (iv) not take any action which results, directly
<br />or indirectly, in the Interest portion of any Lease Payment not being
<br />excludable from Federal gross income pursuant to section 103 of the
<br />Code and will take any reasonable action necessary to prevent such
<br />result, and (v) not take any action which results in this Lease becoming,
<br />and will take any reasonable action to prevent this Lease from becoming
<br />(a) an arbitrage obiigation within the meaning of section 148 of the Code
<br />or (b) federally guaranteed within the meaning of section 149 of the
<br />Code.
<br />Notwithstanding the earlier termination or expiration 01 this lease,
<br />the obligations provided for in this Section 21 shall survive such earlier
<br />termination or expiration.
<br />
<br />,..
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<br />22. NOTICES. Ail notices to be given under this Lease shall be made
<br />in writing and mailed by certified mail, return receipt requested, to the
<br />other party at its address set forth herein or at such address as the
<br />party may provide in writing from time to time. Any such notice shall
<br />be deemed to have been received five days subsequent to mailing.
<br />
<br />23. SECTION HEADINGS. All section headings contained herein are
<br />for the convenience of reference only and are not intended to define
<br />or limit the scope of any provision of lhis Lease.
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