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<br />16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and
<br />hold Lessor harmless from, any and all claims, actions proceedings,
<br />expenses, damages or liabilities, including attomey's fees and court
<br />costs, arising in connection with the Equipment, including, but not
<br />limited to, its selection, purchase, delivery, installation, possession, use,
<br />operation, rejection, or return and the recovery of claims under
<br />insurance policies thereon. The indemnification provided under this
<br />Section shall continue in full force and effect notwithstanding the full
<br />payment of all obligations under this Lease or the termination of the
<br />Lease Term for any reason.
<br />
<br />17. ASSIGNMENT. Without Lessor's prior written consent, Lessee
<br />will not either (i) assign, transfer, pledge, hypothecate, grant any
<br />security interest in or otherwise dispose of this Lease or the
<br />Equipment or any interest in this Lease or the Equipment or (ii) sublet or
<br />lend the Equipment or permit it to be used by anyone other than Lessee
<br />or Lessee's employees. Lessor may assign its rights, title and interest
<br />in and to the Lease Documents, the Equipment and/or grant or assign a
<br />security interest in this Lease and the Equipment, in whole or in part,
<br />:nd Lessee's rights will be subordinated thereto. . Any such assignees
<br />,hall have all of the rights of Lessor under this Lease. Subject to the
<br />Jregoing, this Lease inures to the benefit of and is binding upon the
<br />..iuccessors and assigns of the parties hereto. Lessee covenants and
<br />agrees not to assert against the assignee any claims or defenses by
<br />way of abatement setoff, counterclaim, recoupment or the like which
<br />Lessee may have against Lessor. Upon assignment of Lessor's
<br />interests herein, Lessor will cause written notice of such assignment to
<br />be sent to Lessee which will be sufficient if it discloses the name of the
<br />assignee and address to which further payments hereunder should be
<br />made. No further action will be required by Lessor or by Lessee to
<br />evider1C8 the assignment, but Lessee will acknowledge such
<br />assignments in writing if so requested. Lessee shall retain all notices of
<br />assignment and maintain a book-entry record (as referred to in Section
<br />21 ) which identifies each owner of Lessor's interest in the Lease. Upon
<br />Lessee's receipt of written notice of Lessor's assignment of all or any
<br />part of its interest in the lease, lessee agrees to attorn to and recognize
<br />any such assignee as the owner of Lessor's interest in this Lease, and
<br />Lessee shall thereafter make such payments, including without limitation
<br />such lease PaymentS. as are indicated in the notice of assignment, to
<br />such assignee.
<br />
<br />18. EVENT OF DEFAULT. The term "Event of Default," as used
<br />herein, means the occurrence of anyone or more of the following
<br />events: (i) Lessee fails to make any Lease Payment (or any other
<br />payment) as it becomes due in accordance with the terms of this Lease,
<br />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,
<br />condition, or agreement to be performed or observed by it hereunder
<br />and such failure is not cured within twenty (20) days after written notice
<br />thereof by lessor; (iii) the discovery by lessor that any statement,
<br />representation, or warranty made - by Lessee in this Lease or in any
<br />writing ever delivered by Lessee pursuant hereto or in connection
<br />herewith was false, misleading, or erroneous in any material respect; (iv)
<br />Lessee becomes insolvent, or is unable to pay its debts as they become
<br />due, or makes an assignment for the benefit of creditors, applies or
<br />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
<br />by Lessee under any bankruptcy, insolvency, reorganization or similar
<br />laws, or a petition in, or a proceeding under, any bankruptcy, insolvency,
<br />reorganization or similar laws is filed or instituted against Lessee and is
<br />not dismissed or fully stayed within twenty (20) days after the filing or
<br />institution thereof; (v) Lessee fails to make any payment when due or
<br />fails to perform or observe any covenant, condition, or agreement to be
<br />performed by it under any other agreement or obligation with Lessor or
<br />an affiliate of Lessor and any applicable grace period or notice with
<br />respect thereto shall have elapsed or been given; or (vi) an attachment,
<br />levy or execution is threatened or levied upon or against the Equipment.
<br />
<br />19. REMEDIES. Upon the occurrence of any Event of Default, and
<br />as long as such Event of Default is continuing, Lessor may, at its option,
<br />exercise anyone or more of the following remedies: (i) by written notice
<br />to Lessee, declare an amount equal to all amounts then due under the
<br />
<br />Lease, and all remaining Lease Payments due during the fiscal year of
<br />Lessee in which the default occurs to be immediately due and payable,
<br />whereupon the same shall become immediately due and payable; (ii) by
<br />written notice to Lessee, request Lessee to (and Lessee agrees that it
<br />will), at Lessee's expense, prompUy return the Equipment to Lessor in
<br />the manner set forth in Section 5 hereof, or Lessor, at its option, may
<br />enter upon the premises where the Equipment is located. and take
<br />immediate possession of and remove the same, (Hi) sell or lease the
<br />Equipment or sublease it for the account of Lessee, holding Lessee
<br />liable for all Lease Payments and other payments due to the effective
<br />date of such selling, leasing or subleasing and for the difference
<br />between the purchase price, rental and other amounts paid by the
<br />purchaser, lessee or sublessee pursuant to such sale, lease or sublease
<br />and the amounts otherwise payable by Lessee hereunder; and (iv)
<br />exercise any other right, remedy or privilege which may be available to it
<br />under applicable laws of the state where the Equipment is then located
<br />or any other applicable law or proceed by appropriate court action to
<br />enforce the terms of this Lease or to recover damages for the breach of
<br />this Lease or to rescind this Lease as to any or all of the Equipment. In
<br />addition, Lessee will remain liable for all covenants and indemnities
<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
<br />enforcement of any of the remedies listed above or any other remedy
<br />available to Lessor.
<br />
<br />20. PURCHASE OPTION. Upon thirty (30) days prior written notice
<br />from Lessee, and provided that there is no Event of Default, or an event
<br />which with notice or lapse of time, or both, could become an Event of
<br />Default, then existing, Lessee will have the right to purchase the
<br />Equipment on any Lease Payment date set forth in Schedule A hereto
<br />by paying to Lessor, on such date, the Lease Payment then due
<br />together with the Concluding Payment amount set forth in Schedule A
<br />opposite such date. Upon satisfaction by Lessee of such purchase
<br />conditions, Lessor will transfer any and all of its right, title and interest in
<br />the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS
<br />OR IMPLIED, except Lessor will warrant that the Equipment is free and
<br />clear of any liens created by Lessor.
<br />
<br />21. TAX ASSUMPTION; COVENANTS. The parties assume that
<br />Lessor can exclude from Federal gross income the interest portion of
<br />each Lease Payment set forth in Schedule A under the column
<br />captioned "Interest Portion."
<br />Lessee covenants that it will (i) register this Lease and transfers
<br />thereof in accordance with section 149(a) of the Code and the
<br />regulations thereunder, (ij) timely file a statement with respect to this
<br />Lease in the required form in accordance with section 149(e) of the
<br />Code, (iii) not permit the property financed by this Lease to be directly or
<br />indirecUy used for a private business use within the meaning of section
<br />141 of the Code, (iv) not take any action which results, directly or
<br />indirecUy, in the interest portion of any Lease Payment not being
<br />excludable from Federal gross income pursuant to section 103 of the
<br />Code and will take any reasonable action necessary to prevent such
<br />result, and (v) not take any action which results in this Lease becoming,
<br />and will take any reasonable action to prevent this Lease from becoming
<br />(a) an arbitrage obligation within the meaning of section 148 of the Code
<br />or (b) federally guaranteed within the meaning of section 149 of the
<br />Code.
<br />Notwithstanding the earlier termination or expiration of this Lease,
<br />the obligations provided for in this Section 21 shall survive such earlier
<br />termination or expiration.
<br />
<br />22. NOTICES. All notices to be given under this Lease shall be made
<br />in writing and mailed by certified mail, return receipt requested, to the
<br />other party at its address set forth herein or at such address as the
<br />party may provide in writing from time to time. Any such notice shall be
<br />deemed to have been received five days subsequent to mailing.
<br />
<br />23. SECTION HEADINGS. All section headings contained. herein are
<br />for the convenience of reference only and are not intended to define or
<br />limit the scope of any provision of this Lease.
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