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<br />JUL-23-98 09:14 FROM:ASSOC[ATES
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<br />[0:9726523491
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<br />16. INDEMNIFICATION. Lessee shaD indemnify Lessor against, and hold Lessor harmlG$$ from, any and all claims. actions proceedings. expenses.
<br />damages 01' liabilities. including a~omeY'$ fee$ and COUl1 costs, arising in conn~ with the Equipment, inQIuding, but not limited to, its selection,
<br />purchase, delivery, installation, possession, use, operation, rejection, or return and the recovery of claims und9l' ~ polieiM!hereon. The
<br />indemnification provided under \hi$ Seetion $hall continue in full force and effect notw~g the 1\111 payment of all obligations under this lease or
<br />the tec'minltion of the Lease T enn for any reason.
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<br />17. ASSIGNMENT. Without LeGSOI"s prior written consent. Lessee will not tither (i) 3$$ign. transfe\', pledge. hypothecate, grant any security interest
<br />in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) sublet or lend the Equipment or permit it to
<br />be used by anyone other than LlISSIt or LesHt's employees. Lessor may assign its rights, tiUt and inttl'lSt in and to the Leaa Ooeumtnt'&, the
<br />Equipment and/or grant or assign a security interest in this Lease and the Equipment, in whole or in pert, and Les$e(l's righ~ will be $I.Ibordinatecl
<br />themo.. My such assignees shall have all of the rights of Lessor under thi's Lme. Subject to the foregoing, this Leae inures to the benefit of and r..
<br />binding upon the ~ and assigns of the parties hereto. LBSS88 covenants and agrees not to assert again$t the assignee any claims or
<br />defem;es by way of llbatement setoff, counterclaim, recoupment or the like which Lmee may have against le5SOl". Upon assignment of lm<<'s
<br />interests herein, Lessor v.iU cause written notice of such assignment to be sent to lessee which will be sufficient if it olScloses the name of the assignee
<br />and address to which fuI1tler payments hereunder should be made. No furthar action will be required by L$$$O(' or by leswe to evidenea The
<br />~. 1M lessee d acknowledge such ~~ in writing if ~o reqU\!$ted. l~see ~a11 retain ,R notices or assignment and mJintain a
<br />book-entry recoro (as referred to in Section 21) which identifies ea<:l1 owner of Lessor's interest in the Lease. Upon Lessee's receipt of written notioe of
<br />Lessor's assisnment of aD or any part of its intemt in theltast, less" agrees to attorn to and rteagnize any such assignee as the owner of Lessor's
<br />interest in this Lease, and lessee shan 1hereafter make such payments, including without limitatiOl1 such Lease Payments, 8S are indiceted in the notice
<br />of assignment. to such assignee.
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<br />18. EVENT OF DEFAULT. Thetem1 wEventof Oefwft: at used herein. means the ooeurrenee of anyone or more of the folbwing events: [I) Lessee
<br />fails to rnakl any Lease Payment (or any other payment) as ft becomes due in a~ with the terms of this Lease. and any such failure continues
<br />for ten (10) days after the due date 1heI'eof; (ii) Lessee fails to perform or observe any other covenant, condition. or agreement to be performed or
<br />observed by it hereunder and such failure is not cured witlin twenty (20) days after written notice thereof by Le6SOr. (iii) the discovery by Le$$OC' that
<br />any !tatement. repment8tion, or warranty made by Lessee in this lease or in any writing ever delivered by Lessee pursuant hereto or in oonnection
<br />herewith was false. misIeIding, or erTOOeOU$ in any material respect (iv) Lessee beoom9s insolvent, or is unabl& to pay its deb!$ as they beecme due,
<br />or makes an assignment for the benefit of credi1xn. applies or consents to the appoirm1ent of a reoeiver'. trustee. CQflSefVaWr or rlqUicJatgr of LV$$ee or
<br />of any of ~ aMet&. or a petition for relief is filed by lessee under any bankruptcy, insolvency, reorganization or similar laws, or a petition in, or a
<br />prOQeeding under, WlY blnkrupWy, in$QIv$nQy, reorganifation or similar laws is flied or ins1itute<I against Lassee and is not di$miSSQd or My Stlyed
<br />within twenty (20) days after the firlllg or institWon thereof: (v) les.we fJiI$ to make any payment when duF.' or raas to perform or observe any coven~.
<br />condition, or agreement to be performed by it under any other Igreement or obligation with Lenor or an afti6ate d Lessor and any appbble grace
<br />p&riod or nofioe with respect thereto shall have elapsed or been given; or {vi} an attachment levy or execution isthreattned or levied upon or against the
<br />Equipment.
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<br />19. REMEDIES. Upon 1ht oecurronco of any Evlnt of DI'fauIt, and as long as such Event of Default is continuing, Lessor may, at its option, exercise
<br />'I1ly 0t1f or more of the following remedies: (~ by written notice to Lessee, declare an amount equal to an "mounts then due under the
<br />Lease, and all retTIIining Leese Payments due during fie ti$eeI year of ~ in whicl'l the default OOCUT$ to be immediately due and peyablv,
<br />wher"eupoo the same shall becoo1e immediately due and payable; (ii) by written ~ tp Lessee. request lessee to (and Lnsee agrees that it win), at
<br />L8SS89's expense, promptly ~m the Equipment to Lessor in the m3Mer st't forth in Section 5 hereof, or Lessor. at its option. may enter upon the
<br />pl'tmiws where the Equipment is Ioc8red and take immediate po$$e~ion of and remove the same, (iii) $eR !Jl' 1e'iM the Equipment or subleese ~ for the
<br />account of Lessee, holding L.... fiable for aU Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and
<br />fix" the odfmnce between the purchase pr\ctl, nlntal and o1hef amounts paid by 1he purchaser. lessee or ~ p~ant to $t,Ich $31.. IeaGt or
<br />sublee$e and the amounts otherwise payable by lessee hereunder: end (iv) exercise any other right remedy or privilege which may be available to it
<br />under applicable I1Ws of the sl3te where the Equipment is then located or any other applicable law or proceed by appropriate court action to enforce 1he
<br />terms of this lease rI to recover damagll$ for the breach of this Lease << to rescind thi& Lease as to any or all of ti'le Equipment In ildd'1tion. Lessee will
<br />I'ImIin liable for all coYer1lf1t$ and indemnities under thi$ L~ and fO( .u ~ ~ and othec' wsts and expenses, including court costs. incurred by
<br />Les60l wittl respect to the enforcement of any or the remedies listed above or any other remedy available to ltssor.
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<br />20. PURCHASE OPTION. Upon thirty (30) days prior written nOtice fi-om Lessee, Illd provided that there is no Evtnt of DlIfauJt. or an event which
<br />with ~Q8 or lapse of time. or both, could become an Event of Default, 1hen existing, LISSIt will have the right 10 purchase 1he Equipment Ol'\ any LhGe
<br />Payment date set fcr1tlln Schedule A hereto by paying to lessor, on such date, the Lease Payment then due together with the Conc:luding Payment
<br />amount set forth In SehtduJe A oppocite slJCh date. Upon cati$fa*" by Lmw ~ such purchase conditions, lessor wiD transfer any and all of its
<br />r~ht. title alld interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPUEO, exoept lmor will warrant that the
<br />Equipment is fret and cItar of arrt Iifns Ct'Nted by Le5$OI'.
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<br />21. TAX ASSUMPTION; COVENANTS. The parties a6$Un'Ie that Lessor can exclude from Federal gross income tho Intel't&'t portion of each Leace
<br />Payment set forth in Sc:hedule A undw the tdumn captioned "lnrerest Portion."
<br />lessee covenants that ~ win (i) register this Lease and transfers thereof in accordane8 with S8Ction 149{a) of the Code and the regulltiorrs thereunder,
<br />(ii) timely file a stat.m,fIt wi\h mpeel to t!i, Least in the required form in accordance with section 149(e) of the Code. (Hi) not permit the property
<br />financed by !his lease to be cflfeCtly or indirletJy used for a private business use within the meaning of section 141 of the Code, (iv) not take any action
<br />which~. clireeUy 01' indmtly, in the interest portion of any Lease Payment not being excludable from Fednl gross income pursuant to section 103
<br />of the Code and wiU take any reasonable action necessary to prevent such I'8$I.llt and (v) not take any action which results in this Lease becoming, 8I1d
<br />will take any msonable action to prevent this Lease from becoming (0) an al'bitage obligation within tht meaning of MetiorI148 of the Code or (b)
<br />~Uy guaranteed wIl11In !hi msaning of men 149 of the Code.
<br />Notwithstanding the earlier termination 0( VXpirItion of this lease, the obligations provided for in this Seotion 21 shall survive such earlier tenTlination or
<br />expiration.
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