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<br />determines that any item of Equipment is lust,stolen,destroyed
<br />or damaged beyond. repair, Lessee shall either: (a) replace the
<br />same with like equipment in good repair;or{b) on the next Lease
<br />Payment date, pay Lessor(i) all amounts then owed by Lessee to
<br />lessor under this lease, including the Lease Payment due on
<br />such date and (ii) the applicable Concluding Payment set forth
<br />in Exhibit B.
<br />
<br />15. JNSURANCI!. Lessee will, at its expense, maintain at all
<br />times during the l.ease Term fire and extended coverage, public
<br />Jiablity and property damage insurance with respect to the
<br />Equipment in such amounts, covering such risks, and with such
<br />insurers as shall be satiliifactory to lessor, or, with Lessor's
<br />prior written consent,l.essee may self-insure against any or all
<br />such risks. In no event will the insurance limits be Jess than the
<br />amount of the then applicable Concluding Payment with respect
<br />tathe Equiptnent. Each insurance policy will name Lessee as an
<br />insured and l.essor or its assigns as an additional insured and
<br />Joss payee and will contain a clause requiring the insurer togive
<br />lessor at least thirty (30)days prior written notice of any altera-
<br />tion in the terms of such policy or the cancellation thereof. The
<br />proceeds of any such policies will be payable to lessee and
<br />Lessor or its assigns as their interests may appear. Upon
<br />acceptance of the Equipment and upon each insurance renewal
<br />date, Lessee will deliver to Lessor a certificate evidencing such
<br />insurance. In the: event that Lessee has been permitted to self.
<br />insure, Lessee will furnish Lessorwith a letter or certificate to
<br />such effect. In the event of any loss, damage, injury or accident
<br />involving the Equipment. Lessee will promptly provide Lessor
<br />with written notice thereof and make available to Lessor all
<br />information and documentation relating thereto.
<br />
<br />16. INDEMNIFICATION. To the extent allowed by law
<br />Lessee. shall indemnify Lessor against and hold Lessor harmless
<br />from any and all claims, actions, proceedings, expenses, dam-
<br />ages or liabilities, including attorney's fees and courl costs,
<br />arising in connection with the Equipment, including but not
<br />limited to its selection, purchase, delivery, possession, use,
<br />operation, rejection or return aud the recovery of claims under
<br />insurance policies thereon.
<br />
<br />17. PURCJ-IASB OPTION. Upon thirty (30) days prior
<br />written notice from Lessee 10 Lessor, and provided that there
<br />is no Event of Default or an event which with notice or lapse of
<br />time, or both, could become an event of Default then existing.
<br />Lessee will have the right to purchase the Equipment on certain
<br />Lealte Payment dates set forth in Exhibit B by paying to Lessor,
<br />on such a date, the Lease Payment then due together with the
<br />Concluding Payment amount set forth opposite such date. Upon
<br />satisfation by lessee of such purchase conditions, l.essor will
<br />transfer any and all of its right. title and interest in the
<br />Equipment to Lessee as is and without warranty expressed or
<br />implied, except that Lessor will warrant to Lessee that the
<br />Equipment is free and clear of any liens created by Lessor.
<br />
<br />18. ASSIGNr.tENT AND REGISTRATION REQUIRE-
<br />MI!NTS. Without le:'lloor's prior written con:.ent,lessee will
<br />not: (i) assign, tran'ifer.pledge, hypothecate, grant any security
<br />interest in or otherwise dispose of this Lease or the Equipment
<br />or (ii) sublet or lend the Equipment or permit it to be used by
<br />anyone other than Lessee or les:..ee's employees. lessor may
<br />a!.sign its right,title and interest in and to this Lease, the Equip-
<br />ment and any other document!. executed with respect to this
<br />Leaseandjorgrant or assign asecurityinterest in thiS Lease and
<br />the Equipment, in whole or in part. ..{\ny such assignees shall
<br />have all of the rights of Lessor under this lease. Subject to the
<br />foregoing, this l.ease inures to the benefit of and is binding upon
<br />the heirs, executors, administrators, successors and assigns of
<br />the parties hereto. No assignment or reassignment of any of
<br />Leltsor's right, title or interest in this Lease or the Equipment
<br />shall be effective unless and until Lessee shall have received a
<br />duplicate original counterpan of the document by which the
<br />
<br />assignment or reassignment is made, disclosing the name and
<br />address of each such assignee; however, if lioucb assignment is
<br />made to a bank or trusl company as paying or eKrow agent for
<br />holders of certificates of participation in the Lease, it shall
<br />thereafter be sufficient that a copy of the agency agreement
<br />shall have been deposited with I!.essee until Leuee shall have
<br />been advised that such agency"agreementis noloager in effect.
<br />During the Lease Term, Lessee shall keep a complete and
<br />accurate record of all such assignments in form necessary to
<br />comply with the United States Internal RevenueCode and the
<br />regulations, proposed or existing, from time to time promul-
<br />gated thereunder.
<br />
<br />19. HVHNTS Oil DHPAULT. The term "Eveatof DefaultH
<br />as used herein, meanli the occurrence of anyone or more of th~
<br />following events:
<br />
<br />(a) Lessee fails to make any Lease Payment (or any
<br />other payment) as it becomes due in accordance
<br />wiith the terms of this Lease, and any such failure
<br />continues for ten (10) days after the due date
<br />thereof; or
<br />
<br />(b) Lessee fails to perform or observe any other
<br />covenant, condition or agreement to be performed
<br />or observed by it hereunder and such failure is not
<br />cured within twenty (20) days after written notice
<br />thereof by Lessor; or
<br />
<br />(c) The discovery by Lessor that any statement. rep-
<br />resentation or warranty made by Lessee in this
<br />Lease or in any writing ever delivered by Lessee
<br />pursuant hereto or in connection herewith is false,
<br />misleading or erroneous in any materia! respect.
<br />
<br />20. REMEDIES. Upon the occurrence of an Event of Default
<br />and as long as such Event of Default is continuing, Lessor may,
<br />at its option, exercise anyone or more of the following remedies:
<br />
<br />(a) By written notice to Lessee, declare an amount
<br />equal to all amounts then due under this Lease to be
<br />immediately due and payable. whereupon the same
<br />shall become immediately due and payable;
<br />
<br />(b) By written notice to the Lessee, request Lessee
<br />to (and Lessee agrees that it will), at Lessee's
<br />expense, promptly return the Equipment to Lessor
<br />in the manner set forth in Section 4 hereof; Lessor,
<br />at its option, may enter upon the premises where
<br />the Equipment is located and take immediate
<br />possession of and remove the same;
<br />
<br />(c) Sell or lease the Equipment or sublease it for
<br />the account of Lessee. holding Lessee liable for all
<br />Lease Payments and other payments due to the
<br />effective date of such selling, leasing or subleasing
<br />and for the difference between the purchase price,
<br />rental and other amounts paid by the purchaser,
<br />lessee or sublessee pursuant to such sale,lease or
<br />sublease and the amounts payable by Lessee
<br />hereunder; or
<br />
<br />(d) Exercise any other right, remedy or privilege
<br />which may be available to it under applicable laws of
<br />the State of the EqUipment Location or any other
<br />applicable law or proceed by appropriate court
<br />action to enforce the terms of this tea5e or to re-
<br />cover damages for the breach of this Lease or to
<br />rescind this Lease as to any or all of tbe Equipmeot.
<br />
<br />In addition, lessee will remain liable ror all cove-
<br />nants and indemnities underthis Lease and for alllegaUeesand
<br />
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