|
thereof may be or hereafter become in any manner affixed or attached to or embedded in or permanently rested upon real property or any building thereon
<br />or attached in any manner to what is permanent by means of cement, plaster, nails, bolts, screws or otherwise.
<br />VII. Assignment
<br />Section 7.01. Assignment by Lessor. All of Lessor's rights, title and/or interest in and to each Lease may be assigned and reassigned in whole or in part to
<br />one or more assignees or sub - assignees (including a registered owner for lease participation certificates) by Lessor at any time without the consent of
<br />Lessee. No such assignment shall be effective as against Lessee until the assignor shall have filed with Lessee written notice of assignment identifying the
<br />assignee. Lessee shall pay all Rental Payments due under each Lease to or at the direction of Lessor or the assignee named in the notice of assignment.
<br />Lessee shall keep a complete and accurate record of all such assignments.
<br />Section 7.02. Assignment by Lessee. None of Lessee's right, title and interest under this Agreement, each Lease and in the Equipment may be assigned by
<br />Lessee unless Lessor approves of such assignment in writing before such assignment occurs and only after Lessee first obtains an opinion from nationally
<br />recognized counsel stating that such assignment will not jeopardize the tax - exempt status of the obligation.
<br />VIII. Maintenance of Equipment
<br />Section 8.01. Lessee shall keep the Equipment in good repair and working order. Lessor shall have no obligation to inspect, test, service, maintain, repair or
<br />make improvements or additions to the Equipment under any circumstances. Lessee will be liable for all damage to the Equipment, other than normal wear
<br />and tear, caused by Lessee, its employees or its agents. Lessee shall pay for and obtain all permits, licenses and taxes necessary for the installation,
<br />operation, possession, storage or use of the Equipment. If the Equipment includes any titled vehicles, then Lessee is responsible for obtaining such titles
<br />from the State and also for ensuring that Lessor is listed as first lien holder on all of the titles. Lessee shall not use the Equipment to haul, convey or
<br />transport hazardous waste as defined in the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et. seq. Lessee shall not during the term of this
<br />Agreement create, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement.
<br />The Equipment is and shall at all times be and remain personal property. Lessee shall allow Lessor to examine and inspect the Equipment at all reasonable
<br />times.
<br />IX. Default
<br />Section 9.01. Events of Default defined. The following events shall constitute an "Event of Default" with respect to a Lease:
<br />(a) Failure by Lessee to pay any Rental Payment listed on Exhibit "B" to the Schedule for fifteen 15 days after such payment is due according to the
<br />Payment Date listed on Exhibit "B ".
<br />(b) Failure to pay any other payment required to be paid under this Agreement and the Schedule at the time specified herein and therein and a
<br />continuation of said failure for a period of fifteen 15 days after written notice by Lessor that such payment must be made. If Lessee continues to
<br />fail to pay any payment after such period, then Lessor may, but will not be obligated to, make such payments and charge Lessee for all costs
<br />incurred plus interest at the highest lawful rate.
<br />(c) Failure by Lessee to observe and perform any warranty, covenant, condition, promise or duty under this Agreement or the Schedule for a period
<br />of thirty 30 days after written notice specifying such failure is given to Lessee by Lessor, unless Lessor agrees in writing to an extension of time.
<br />Lessor will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Lessee. Subsection (c) does not apply
<br />to Rental Payments and other payments discussed above.
<br />(d) Any statement, material omission, representation or warranty made by Lessee in or pursuant to this Agreement or the Schedule which proves to
<br />be false, incorrect or misleading on the date when made regardless of Lessee's intent and which materially adversely affects the rights or security
<br />of Lessor under this Agreement or the applicable Schedule.
<br />(e) Any provision of this Agreement or the Schedule which ceases to be valid for whatever reason and the loss of such provision, would materially
<br />adversely affect the rights or security of Lessor.
<br />(f) Lessee admits in writing its inability to pay its obligations. Lessee defaults on one or more of its other obligations. Lessee applies or consents to
<br />the appointment of a receiver or a custodian to manage its affairs. Lessee makes a general assignment for the benefit of creditors.
<br />Section 9.02. Remedies on Default. Whenever any Event of Default exists with respect to any Lease, Lessor shall have the right to take one or any
<br />combination of the following remedial steps:
<br />(a) With or without terminating the Lease, Lessor may declare all Rental Payments and other amounts payable by Lessee thereunder to the end of
<br />the then current Budget Year to be immediately due and payable.
<br />(b) With or without terminating the Lease, Lessor may require Lessee at Lessee's expense to redeliver any or all of the Equipment subject thereto to
<br />Lessor to a location specified by Lessor. Such delivery shall take place with in 15 days after the event of default occurs. If Lessee fails to deliver
<br />such Equipment, Lessor may enter the premises where such Equipment is located and take possession of such Equipment and charge Lessee for
<br />cost incurred. Notwithstanding that Lessor has taken possession of such Equipment, Lessee shall still be obligated to pay the remaining Rental
<br />Payments under the Lease due up until the end of the then current Original Term or Renewal Term. Lessee will be liable for any damage to such
<br />Equipment caused by Lessee or its employees or agents.
<br />(c) Lessor may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights.
<br />Section 9.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be
<br />cumulative and shall be in addition to every other remedy given under the Lease now or hereafter existing at law or in equity. No delay or omission to
<br />exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof,
<br />X. Miscellaneous
<br />Section 10.01. Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to
<br />the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing.
<br />Section 10.02. Binding Effect. This Agreement and each Schedule shall inure to the benefit of and shall be binding upon Lessee and Lessor and their
<br />respective successors and assigns.
<br />Section 10.03. Sever abifity. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court of competent
<br />jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
<br />Section 10.04. Amendments, Addenda, Changes or Modifications. This Agreement and each Lease may be amended, added to, changed or modified by
<br />written agreement duly executed by Lessor and Lessee.
<br />Section 10.05. Execution in Counterparts. This Agreement and each Lease may be simultaneously executed in several counterparts, each of which shall be
<br />an original and all of which shall constitute but one and the same instrument.
<br />Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this
<br />Agreement.
<br />Section 10.07. Entire Writing. This Agreement and all Schedules executed hereunder constitute the entire writing between Lessor and Lessee. No waiver,
<br />consent, modification or change of terms of this Agreement or any Lease shall bind either party unless in writing and signed by both parties, and then such
<br />waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings,
<br />agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Agreement or any Lease or the
<br />Equipment leased thereunder. Any terms and conditions of any purchase order or other documents submitted by Lessee in connection with this Agreement
<br />which are in addition to or inconsistent with the terms and conditions of this Agreement or any Lease will not be binding on Lessor and will not apply to this
<br />Agreement or any Lease.
<br />
|