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<br />Page 5 <br /> <br />to the assignee designate~ in the assignment, notwithstanQ~.,g any claim, defense or setoff <br />(whether arising from a breach of the Agreement or otherwise) that Lessee may have against <br />Lessor's assignees. Lessee agrees to execute all documents, including notices of <br />assignment and chattel mort~ges or financing statements which may reasonably be requested <br />by Lessor or its assignees to protect their interests in the Equipment and in this <br />Agreement. . <br /> <br />12. EVENTS OF DEFAULT AND REMEDIES. (a) Events of Default. The following shall be <br />"events of defa ult" under this Agreement and the tenn "default" shall mean anyone or more <br />of the following events: (1) failure by Lessee to pay d ny rent or other payment required <br />to be paid hereunder at the time specified herein; or (2) fuilure by Lessee to observe and <br />perform any other agreement on its part to be observed in such time prior to its expira- <br />tion; (3) any statement contained herein or furnished with respect hereto by or on behalf <br />of Lessee proving to have been false in any material respect at the time that it was made; <br />or (4) the filing by Lessee of any petition or answer seeking reorganization, arrangement <br />composition, readjustment, liquidation, moratorium or similar relief under any existing or <br />future bankruptcy, insolvency, or other similar insolvency or other similar laws shall be <br />filed and not withd rawn or dismissed within 60 days thereafte r. "Provided tha t such <br />failure to pay rent or other payment continues for at least 15 days after receipt by <br />Lessee of Lessor's notice to Lessee of nonpayment." <br /> <br />(b) Remedies on Default. Whenever any event of default shall have occurred and be <br />continuing, Lessor shall have the right, at its sole option without any further demand or <br />notice, to exercise anyone or more of the following remedies: (1) with or without <br />terminating this Agreement, retake possession of the Equipment and dispose of the <br />Equipment for the account of Lessee, with the net amount of all proceeds received by <br />Lessor to be applied to Lessee's obligations hereunder, holding Lessee liable for the <br />excess (if any) of (i) the rent I"~ble to Lessee hereunder to the end of the Original <br />Term or then current Renewal Term, whichever is applicable, and any other amounts then <br />p"~ble by Lessee hereunder, including but not limited to attorney's fees, expenses and <br />costs of repossession, over (ii) the net proceeds received in connection with the <br />disposition of the Equipment; provided that the excess of the amounts referred to in <br />clause (ii) over the then applicable Purchase Price and amounts referred to in clause (i) <br />shall be paid to Lessee; (2) require Lessee at Lessee's risk and expense promptly to <br />return the Equipment in the manner and in the condition set forth in Sections 2(e) and 5; <br />(3) if Lessor is unable to repossess the Equipment for any reason, the equipment shall be <br />deemed a total loss and Lessee shall pay to Lessor the amount due pursuant to Section 8; <br />and (4) exercise any other right or remedy which may be avails ble to it under appli", ble <br />law or proceed by appropriate court action to enforce the terms of this Agreement or to <br />recover damages for the breach of this Agreement as to any or all of the Equipment. <br />Nothing contained herein shall be construed to provide any remedy of acceleration of the <br />rental payments. In addition, Lessee will remain liable for all legal fees and other <br />costs and expenses, including court costs, incurred by Lessor with respect to the <br />enforcement of any of the remedies listed above or any other remedy available to Lessor. <br /> <br />(c) No Remedy Exclusive. No remedy available to Lessor is intended to be exclusive <br />and every such remedy shall be cumulative and shall be in addition to every other remedy <br />given under this Agreement or now or hereafter existing at law or in equity. No delay or <br />omission to exercise any right accruing upon any default shall impair any such right or <br />shall be constructed to be a waiver thereof, but any such right might be exercised from <br />time to time and as often as ~y be deemed expedient. <br /> <br />13. TAX ASSUMPTION; COVENANTS. The I"rties assume that Lessor can exclude from <br />Federal gross income the interest portion of each Lease Pa yment set forth in the <br />a mortization schedule under the colunm captioned "Payment on Int erest." <br /> <br />Lessee covenants that it will (i) register this Lease and transfers thereof in accordance <br />with section 149(0) of the Code and the regulations thereunder, (ii) timely file a <br />statement with respect to this Lease in the required form in accordance with section <br />149(e) of the Code, (iii) not permit the property financed by this Lease to be directly or <br />indirectly used for a private business use within the meaning of section 141 of the Code, <br />(iv) not take any a ction which results, directly or indirectly, in the interest portion of <br />