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<br />in any way relate or arise out of a cia.., I, suit or proceeding based in whole or in I- ,upon the negligent conduct of
<br />Lessee, its officers, employees and agents, to the maximum extent permitted by law.
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<br />17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,
<br />hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest In this
<br />Lease or the Equipment or (ii) sublet or lend the 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 in and to the Lease Documents, the Equipment
<br />and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part, and Lessee's nghts will
<br />be subordinated thereto Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the
<br />foregoing this Lease inures to the benefit of and is binding upon the successors and assigns of the parties hereto.
<br />Lessee covenants and agrees not to assert against the assignee any claims or defenses by way of abatement,
<br />setoff. counterclaim, recoupment or the like which Lessee may have against Lessor Upon assignment of Lessor's
<br />interests herein. Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient if it
<br />discloses the name of the assignee and address to which further payments hereunder should be made. No further
<br />3ction will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such
<br />3ssignments in writing if so requested. Lessee shall retain all notices of assignment and maintain a book-entry
<br />'ecord which identifies each owner of Lessor's interest in the Lease. Upon Lessee's receipt of written notice of
<br />Lessor's assignment of all or any part of its interest in the Lease, Lessee agrees to attorn to and recognize any such
<br />assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including
<br />without limitation such Lease Payments. as are indicated in the notice of assignment. to such assignee
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<br />18 EVENT OF DEFAULT The term "Event of Default." as used herein, means the occurrence of anyone or
<br />more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due
<br />in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date
<br />thereof; (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 within twenty (20) days after written notice thereof by Lessor;
<br />(iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any
<br />writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in
<br />any material respect; (iv) Lessee becomes insolvent, or is unable to pay its debts as they become due, or makes an
<br />assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or
<br />liquidator of Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy, insolvency,
<br />reorganization or similar laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or
<br />similar laws is filed or instituted against lessee and is not dismissed or fully stayed within twenty (20) days after the
<br />filing or institution thereof; (v) Lessee fails to make any payment when due or tails to perlorm or observe any
<br />covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an
<br />affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or
<br />(vi) an attachment, levy or execution is threatened or levied upon or against the Equipment.
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<br />19. REMEDIES. Upon the occurrence of any Event of Default. and as long as such Event of Default is continuing,
<br />Lessor may, at its option, exercise anyone or more of the following remedies: (i) by written notice to Lessee. declare
<br />an amount equal to all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal
<br />year of Lessee in which the default occurs to be immediately due and payable, whereupon the same shall become
<br />immediately due and payable; Oi) by written notice to Lessee, request Lessee to (and Lessee agrees that it wlll) at
<br />Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof. or Lessor. at
<br />its option, may enter upon the premises where the Equipment is located and take immediate possession of and
<br />remove the same, without liability for such entry or for damage to property or otherwise, (iii) sell or lease the
<br />Equipment or sublease it for the account of Lessee, holding lessee liable for all lease Payments and other
<br />payments due to the effective date of such selling, leasing or subleasing and for the difference between the purchase
<br />price. rental and other amounts paid by the purchaser. lessee or sublessee pursuant to such sale, lea"se or sublease
<br />and the amounts otherwise payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege
<br />which may be available to it under applicable laws of the state where the Equipment is then located or any other
<br />applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover damages for
<br />the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain
<br />liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses.
<br />including court costs, incurred by lessor with respect to the enforcement of any of the remedies listed above or any
<br />other remedy available to Lessor.
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<br />20. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no
<br />Event of Default. or an event which with notice or lapse of time. or both. could become an Event of DefaUlt then
<br />existing. Lessee will have the right to purchase the Equipment on any Lease Payment date set forth in Schedule A
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