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<br />AUG 6 '93 16:47
<br />
<br />FROM COMM LNDG-MUNICIPALU2
<br />
<br />PAGE.005
<br />
<br />14. PERSONAL PROPEffIY. The Equipme"l is and wiil remain
<br />personalpropeJty and wUI nOl be deemed to I iixed or attached to
<br />reel BGlClo or :lnY building thoroon. II requ..l.d uy L.~~ur, L.....ee
<br />will, at Lessee's 8l<pense, lurnlsh a waiver of any interest In the
<br />Equipment from any party h>lvin!) ..n IntAfest in any such real estate
<br />or buUdlng,
<br />
<br />1:>. INSURANCE Lessee, will, at Its eXfJfdl~1 II)ail',ldill at ~II tilllllt::;
<br />during 111.. I MY. Term, fire and mended coverage, public liability
<br />and property damage insurance with respect to the Equipment in,
<br />su~h aIIl<'Unts, c:overlng such rleks. and with nlloh Inr.llmm :l!: r.h.11/
<br />be satlsf'actoryto Lessor. Of, whll LW:SU"l;I tJtM' wdUl!tt"l \7;0I~1:!:1"ll, may
<br />setf.lnsur9 against any or all ~h litik~. In flv fdV..'ll will tl'le il"l!tUI'.
<br />ance limlls be lesS than the amount olth& than applicable Conclud-
<br />ing Payment wnh respect to such Equipmllnl. Each Insurance policy
<br />will name Le~_ a5 an Insun;>d and I AA.~nr .... n~ Al\.~lon~ a.q An
<br />add~lonal Insured, ",Kl will """L,," .. ul<nm6 ,-~u;";'1g the ;,-'5urer to
<br />give Lessor or tts assigns alleast thirty (30) days prior written notice
<br />of any atteration In the terms of such policy or the cancellation
<br />thereof. The proceeds of any such policies will be payable to Lessee
<br />and Lessor or hs assigns ...~ Ih..I, 1"I..r~_~1H "'''Y ..we",. UjXJll
<br />ac~eptance of the Equipment and upon each insurance renewal dste,
<br />Lessee will 'deliver to Lessor a certificate evidencing such insurance.
<br />In the &Vent thai Lesseehas been permitted to se~-Insure, Lessee will
<br />fumish Lessor willi .. ,1_ at certifICate to such effect. In the event
<br />of rmj loss, damage, Injury or accident Involving the Equipment,
<br />Lesses will promptly provide L9S$OI' with written notice thereof and
<br />make available to Lessor an Information and documentation relating
<br />thereto and,-shllll perm~ Lessor to portioi~o ~nd cooper:l!e with
<br />Lessee in making any claim for insurance in respect thereof.
<br />
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<br />16. INDEMNlFICAllON. To the extent permitted by'law', Lessee
<br />shall Indemnify Lessor against, and hold Lessor harmLess from, any
<br />and all claims, actions, pr~ings, expenses, damages or liabilftieS,
<br />including allomey's feeS and court costs, arising in connection wnh
<br />the Cquipment, lnCIuding. but not' IImllw to, I\l; ~election, purchase,
<br />delivery, InstaJla~'.'possesslon. use; UEJtlltl.tiorl, Il1j!A:liulI, vl'i'l!:lul'll
<br />and the recavery of' claims under Insurance poliCies thereon. The
<br />Inoemnl!lCallOn provicled under this Section shall continue In tull fUIU"
<br />,nd effect noiwithstandlng the full payment of all obligations under
<br />thiS Le~ or the .18rmlnalion 01 the Lease Tetm for any reason.
<br />
<br />17. ASSlGNi.lENT~ WIIhout LllS$or'a priOt written consent, Lessee
<br />will not enher (i) assig'n, transfer, pledge, hypothecate, grant any
<br />securny Interes! in or otherwise dispose 01 this Lease or t/o" E4UIf'-
<br />ment or any interest In this Lease or the Equipment 0( (iQ sublet or
<br />lend the Equipment or permil n to be used by anyone other than
<br />Lessee or Lessee's employees. Lessor may assign tts rigtrts, title
<br />,nd interest in and.to this Le~, the.Equipment and arry documert!$
<br />executed wtth reSpeclto this Lease and/O( grant or assign a security
<br />,nterest in thl5 LaMe and Ihe Cquipment, in whole or in pOJ1, sod
<br />Lessee's rights will be subordinated thereto. Any such assLgnees
<br />shall have all 01 the rights of Lessor under this Lease. Subject to the
<br />foregoing, this Lease inures to,the benefrt of and Is binding upon the
<br />'Uu,655<>r5 6l~d aMlgns cfthe parties M/C10, Lcoooo covon:mtc ,nd
<br />"grees not to assen against the assignee any claims or defenses by
<br />way or l:::lUaItmlttrn, ~UII, WUlllldll.:tallII. ItA,UV)JIIl~lll VI Urer m~o nl,I"I,
<br />Lessee may have ..gainst Lessor. . Upon assignment of Lessor's
<br />interests herein, Lessor will cause written notice 01 such assignment
<br />to be sent to Lessee which will be sufficient n n discloses the name
<br />of thll assignee and addlll5ll to which further payment~ hAr~unnAr
<br />-,hould be made, No further action will be required by Lessor or by
<br />: ess&e to evidence the assignment, but Lessee wiil acknowledge
<br />:ouch assignments In wrning n so requested. Lesses shall retain all
<br />"olices of assignment and maintain a book-entry record (as referred
<br />to in Section 21) which identifies each owner of Lessor'S'intereslln
<br />the Lease. Upon Lessee's receipt of written notice ot Lessor's
<br />
<br />J..I"4'?"'; .{)':I"T~ ~O'y;~i'!!rw>o;.....,...f'tIOT~",-.I
<br />
<br />assignment of all 0' -~y part of its interest in the Lease. Lessee
<br />agrees to altorn to a, acognize any such assignee as the owner of
<br />L.....ur.~ illl~re,5t in thi.~ U;o",,~e, ",nd L_MPe ,~hallthe..~altt1',""k. .0<.:11
<br />payments, including without)imitation such Lease Payments, as are
<br />indicated in the nofi~e of 8S$ignment, to such l\S$ignee,
<br />
<br />18, EVENT OF DEFAULr. The term "Event 01 Defaull,' as used
<br />I n!,,'ei,\ ,11ea,',5 the occurrence of anyone or more of the r.:.llvw;UIi
<br />eve",$; (i) L~ jails to make any Lease P~ (or any other
<br />payment) as tt becomes due in accordan~e wnh the terms of this
<br />1001:0, 3l1d :any Euch failure continues lOr ten (10) daYE ~"or tho nuo
<br />./ date thereof; (ii) LG$$&8 fails to perform or OO$erv; ~rTf other cove-
<br />nant, eondttion, or agrHn'lent to be performed or observed by it
<br />hereunder and such failure is nof cured wilhin twenty (20) days after
<br />written nofice theraof by Lessor; (iiQ the discovery by Lessor thst any
<br />statement, representation, or warranty made by Lessee in this Lease
<br />or in eny writing ever delivered by Lessee PUfSU81lI hereto or in
<br />connection herewnh was false, misleading, or erroneous in any
<br />msterlal raspeCl; (iv) Lessee becomes inSOlvent, or is unable to pay
<br />its debts as they become due, or makes an assignment for the
<br />benefit 01 r;;rwttor~, applies or eonsen13 10 Ihe appointment of .
<br />receiver, trustee, conservator or liquidator of Lessee or of any of ns
<br />assets, or a petition for reliel Is flied by Lessee under rmj bankruptcy.
<br />insolvency. reorganization or similar laws, or a petttion in, or a
<br />proceeding under, any bankruptcy, insolvency, reorganlZat!on or
<br />similar laws is filed or instituted against Lessee and is nol dismissed
<br />or fully stayed Within twenty (20) days after the filing or institution
<br />thereof; (v) Lessee fails to make any payment when due or fails to
<br />pGrforn'l or obselVe any covenant, condition, or agreement to be
<br />performed by tt under any other agreement or obligation wtth Lessor
<br />or an affiliate of Lessor and any applicable grace period or notice
<br />wnh respect thereto shall have elapsed or been given; or (vij an
<br />attachment, levy or execution is threatened or levied upon or against
<br />the Equipm.~nt.
<br />
<br />19. REMEDIES. Upon the occurrence of an Event of Default, and
<br />as long as such Event of Defeua is conlinuing. Lessor, mey, at its
<br />option, exercise anyone or more of the following remedies: (Q by
<br />wriltel",uliw lu Le.~~e, dacla,'s an an10unt equal to all amounts then
<br />due under the Lease, and all remaining Lease Paymentsldue during
<br />the fiscal year of Lessee in which the defaull occurs to be immediate-
<br />ly du" a.1d ~ayabl.., whereupon the ""me shall boeome immediately
<br />due and payable; (iQ by written nOlice to Lessee, request Lessee to
<br />(and Lessee agrees that n will), at Lessee's expense, prompUy return
<br />1I1IlECJuipl'~irl'lt to Lessor in the manner set forth in Gection 5 hereof.
<br />or Lessor, at its option, may enter upon the premises' where the
<br />Equipment is located and take immediate possession of and remove
<br />the same; (iiI) seil or lease the Equipment or sublease iI for the
<br />account of Lessee, hoiding Lessee liable for all Lease payments and
<br />other payments due to the effective date of such selling, leasing or
<br />subleasing and for the difference belW!'en the pUI('.Msa-prir:P.. rAntAI
<br />and other amounts paid by the purchaser, iessee or sublessee
<br />pursuant to such sale, lease or sublease and the amounts otherwise
<br />payable by Lessee hereunder; and (iv) exercise any other right,
<br />romedy or priviLll(Je whirh mAy hi' ilVilililhlA In tt IInnt'll' Rnplir.iltlle
<br />iaws of the stale where the Equipment Is then located or any other
<br />~......I;u.l!.I~ 1.1.. u ~'ee..tI "I ..,.,./op/iato oourt aolion to onforco tho
<br />terms of this Leas.. or to recover damages for the breach 01 this
<br />Lease or to rescind this Lease as to any or all of the equllJ'l1ent In
<br />addilion, Lessee will remain liable for all covenants and Indemnnles
<br />under this Lease and for all legal fees and other costs and expenses,
<br />including court costs, incurred by Lessor with respect to the enforce-
<br />ment of any of th.. remedies listed above or 81'r/ other remedy
<br />available to Lessor.
<br />
<br />20. PURCHASE OPllON. Upon thirty (30) days prior written notice
<br />from Lessee to Lessor, and provided that there is no Event of Default,
<br />
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