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such righLs. Lessor hereby assigns to Lessee during the Lease Term all warranties running irom (e)Lessee shail(i)appty for or consent to the appointment of a receiver,Vustee,custodian or
<br /> Vendor to Lessoc Lessor herehy irrevocabty appoinLs Lessee its agent and aitorney-in-fact dur- liquidator of Lessee,or uf all or a substanUal part of the assets of Lessee,(ii)be unahle,fail or
<br /> ing tlie Lease Term,so long as Lessee shall not be in default hereunder,to assert from Hme to time admit in writing its inability generaly to pay its debts as they become due,(iii)rr�ake a general
<br /> whatever claims and rights(induding without limifation warranGes)related to the Equipment that assignm�t for the benefit of creditors,(iv)have an order tor relief entered against ft under appli-
<br /> Lessor may have against the Vendoc Lessee's sole remedy for the breach of any such warranty, cabk federai bankruptcy law,or(v)file a voluntary pe6tion in bankruptcy or a petitian or an answer
<br /> indemn�cation or representation shall be against the Vendor,and not against Lessor. My such seeking reorganiza4on or an arrangement with creditors or taking advantage of am/insoNency law
<br /> matter shali not have arry eifect whatsoever on the rights amd obiigations of Lessor wffh respecl or any answer admitting the material aliegatior�s of a petition fited against Lessee in arry 6ank-
<br /> to this Agreement,including the right to receive fun and timely paymc�nts hereunder. Lessee ruptcy,reorgan¢ation or insoNency proceeding;or
<br /> expressly aclmowledges that Lessor makes,and has made,no represenq6ons or warrandes (�M order,judgment or decree shall be entered by arry court of competent jurisdiction,
<br /> whatscever as to the existence or availability ot such warranties by arry Vendor. approving a petition or appoiniing a receiver,Wstee,custodian or Gquidator of Lessee or of ali or
<br /> a substantial part of the assets of Lessee,in each case without its application,appravai or con-
<br /> sent,and such order,judgment or decree shail conNnue unstayed and in effect for a�ry period of
<br /> ARTiCLE X 30 consecutive days.
<br /> Section 10.01. Purchase Op6on.Lessee shall have Ihe option to purchase Lessors interest in Section 12.D2. Remedies on Delault. Whenever arry Event o(Defauit exists,Lessor shall
<br /> aN(but not less than aip of the Equipment,upon givi�g written no�ce ro lessor at kast 60(but not have Uie right,at its sole opGon wilhout arry further demand or notice,to take one or any combi-
<br /> more lhan 180)days before ihe date of pu�dwse,at ihe folmving dmes and upon the followi�terms: nation of the following remedia)steps:
<br /> (a)On a�ry Rental Payment Date,upon payment in fuli of the Rental Payments and all other (a)By written notice to Lessee,Lessor may dedare all Rental Payments and ather amounts
<br /> amounts then due�ereunder plus the then app6cabk Puxhase Price to Lessor,ar paya6le by Lessee hereunder to the end of the then curteM Originai Tertn or Renewal Term to be due;
<br /> (b)In ihe event of substanti�al dmnage to or desdvction or condemnation of substantially all (b)With or without terminating this AgreemeM.Lessor may enter the premises where the
<br /> of tlie Equipment,on the day Lessee specifies as the purchase date in Lessee's notice to Lessor Equipment is located and retake possession of the Equipment or require Lessee at Lessee's
<br /> af fts exercise of the purchase opUon,upon payment in tull of the Renhai Payments and ail other expense to prompty return arry or all of ttie Equipmern to the possession of Lessor at a place spec-
<br /> amounts then due hereunder pius(i)the Purchase Price desqnated on the Payment Schedule tor ified by Lessor,and sell or lease the Equipment or,for the account of Lessee,sublease the
<br /> such purchase date if such pur�hase date is a Rental Payment Date ar the Pu�chase Price for the Equipment,holding Lessee liabie for the difference 6etween()the Rental Payments and ather
<br /> immediately preceding Rental Payment Dale"rf such purchase date is not a Rentai Paymer�Date, amounts payabie by Lessee hereunder plus the then appGcahie Purchase Price,and(ii)the net
<br /> and(ii)if such day is not a Renhal Payment Date,an amount equal to the portion of the interesl proceeds of any such sale,lease or sublease(after deducting ali expenses of Lessor in exercising
<br /> component of the Rerdal Paymem scheduled to come due on the foilowing Renial Payment Date its remedies under this Agreement,inciuding without limitation,all expenses of taking possession,
<br /> accrued from the immediatey preceding Rental PaymeM Date to such purchase date,computed storing,reconditioning and selling or leasing the EquipmeM and all brokerage,auctioneers'and
<br /> on the basis of a 360-day year oF iwelve 30-day monfhs. attomeys'fees);provided that tlie amount of Lessee's liabiliry under this subparagraph(b)shall
<br /> Upon the ezercise of the op6on W pu�hase set forth above,6tle to the Equipment shaq be not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining
<br /> vested in Lessee,free and clear of arry cktim by or through tessor. Rental PaymeMs and other amounts payahle 6y Lessee hereunder to the end of the then current
<br /> Secdon 10.�.Determinadon o1 FaU Purdrose Price. Lessee and Lessor hereby agree and fiscal year of Lessec;and
<br /> determine tliat the Renfal Paymenls hereunder during the Original Term and each Renewal Term c)Lessor may take whatever other acGon at law or in equity may appear necessary or desir-
<br /> represent the fair value of the use af ihe Equipment and that the amount required to exercise aWe to enforce its rigMs as the owner of the Equipment
<br /> Lessee's option to purchase tlre Equipment pursuant to Section 10.01 represents,as of the end ot In addition,Lessee will remain liable for all covenants arxi indemnities under this Agreement
<br /> the Original Term or any Renewal Term,the fair purchase price ot the Equipment Lessee here6y and for all legal fees and other eosts and expenses,including court costs,incuRed by Lessor with
<br /> determines that the Rental Payments do not pcceed a reasona6le amount so as to place Lessee respect to the enforcement of any of the remedies listed above or arry other remedy available to
<br /> under a practical economic compulsion to renew this Agreement or to exercise its op6on to pur- Lessoc Lessor may charge iMerest on all amouMs due to it at the rate of 189'o per annum or the
<br /> chase the EquipmeM hereundec In making such determinatior�s,Lessee and Lessor have given maximum amount permitted by law,whichaver is lass.
<br /> consideretion to(a)ffie costs of the Equipment (b)tlie uses and purposes(or which ihe Secdan 12.D3. No Remedy Excluslve. No remedy herein conferred upon or reserved to
<br /> Equipment witl be empbyed by Lessee,(c)ihe ben�t to Lessee by reason of the acquisi6on and Lessor is intended to be exclusive and every such remedy shall be cumulative and shafl be in addi-
<br /> installation of the Equipment and ihe use of the Equipment pursuant to the terms and pravisions tion to every othu remedy given under this f�reement or now or hereafter existing at law or in
<br /> of this Agreement,and(d)Lessees option to purchase the Equipment. equity.No delay or omission to exercise arry right or power accruing upon any detaufl shall impair
<br /> any such right or power or shall be construed to be a waiver thereof,but any such right and power
<br /> may 6e exercised from time to 6me and as often as may be deemed expedien� In order to enG-
<br /> ARTICLE Xl He Lessor to exercise any remedy reserved to ft in this Article it sha0 not be necessary to give any
<br /> Section 11.01.AssignmeM 6y Lessor.Lessor's interest in,to and under this Agreement and not�ce,other than such notice as may 6e required in this Article.
<br /> the Equipment may,without notice to or the conse�t of Lessee,be assigned and reassigned in
<br /> whole or in part to one or more ass'�gnees by Lessor.L�hereby appoincs Municipal Registrar ARTICLE Xllf
<br /> Services(the"Repistrar")as iLs agent for tlie purpose of mainiaining a written record of each such SeeBon 13.01. Notices. All notices,certificates or oCier communicaGom hereunder shall
<br /> assignment in form necessary to co�y wilh Seceon 149(a)of the Code. No such assignment be sutticiently given and shall be deemed given when dalive�ed or mailed by registered mail,
<br /> shall be binding on Lessee unfil the Registrar Iras 2ceived written notice from lessor of the name postage prepaid,to the parties at the addresses on the frorn oi this Agreement(or at such other
<br /> and address of the assignee.Lessee agrees to execute alldocumenis,including chattel mortgages address as either paRy hereto shall designate in writinq to the other for notices to such pazty),to
<br /> ar financing statements that may be reasonably requested by Lessor or any assignee to protect any assignee at its address as it appears on the regisUa6on books maintained by Lessee.
<br /> its interest in Ihe Equipment and in this Ngreertient lessee shall not have tl�e right to and shall Sectian 13.02.Binding Efled.This Agreement sh�l inure to the benefit oi and shall be bind-
<br /> not assert against arry assignee arry claim,cawrterclaim,defense,set-off or other right Lessee may inp upon Lessor and Lessee and their respective s�cessors and assigns.
<br /> from bme to Gme have agairrst Lessor. Seetlan 13.03. Severobilily. In the eveM any provision of this Agreement shall be held
<br /> SecUon 11.02. AssignmeM and Su6leasing by lessee. None of Lessee's rigM,title and invalid or uner�orceable by arry court of competeM jurisdiction,such holding shall not mvalidate
<br /> i�terest in,Eo and under ffi's Agreemem and'm tlie Equi�nent may be assigned or encumbered by or render u�enforcea6le arry ofher provision hereof.
<br /> Lesseefor arry reason,exceptthat LesseE may subtease�f or part ofthe Equipment'rf Lessee o6lair�s Section 13.04. EMire AgreemeM_ This Agreement constitutes the errtire agreement
<br /> the prior written consent o(Lessor and an opinion of naBonaBy recognized counsel in tlie area of ta�c between Lessor and Lessee.
<br /> exempt municipal obGgatior�s salisfxtay to Lessor that such subkasing will not adversey afFect the Sedion 13.05.Amendmems.This Agreement may be amended in writing by Lessor and Lessee.
<br /> exclusion of the interest componems of tl�e ReMal Payments from gross income fw federal income Sedion 13.06. Execution in Cou�erparts.This Agreement may be simultaneousty execut-
<br /> ta�c purposes. My such sublease of all ar part of the Equipment shall 6e subject to this Agreement ed in several countuparts,each uf which shall be an original and all of which shall co�Mute but
<br /> and ihe rights M the Lessor in,to and under this Agreeme�and the Eqiripment one and t�same instrument
<br /> Sedion 13.07. Usury.The parties hereto agree that the charges in this Agreement shaH not
<br /> be a viola6on of usury ar other law. Any such excess charge shalt be applied in such order as to
<br /> AR11ClE XII conform this Agreement to such applicable law.
<br /> Section 12.01. EveMs ot�e(auR Defined. Subje�:t to ffie provisions of Section 3.04,arry of Seetion 13.08.Jury 7rial Wafirer.TO TNE EXTENT PERMIiTED BY LAW,LESSEE AGREES
<br /> the fMlovriag shall be"Events of DefaulY'under this Agreement: TO WANE IiS RIGHT 70 A TRIAL 8Y JURY.
<br /> (a)Failure by Lessee to pay am�Rental Payment or other payment required to be paid here- Sec6on 13.09. Facsimile Doa�mentation. Lessee agrees that a tacsimile copy of ihis
<br /> under at the lime specified herein; Agreement with facsimile signatures may be Veated as an original and wil)be admissible as evi-
<br /> (b)Failure by Lessee to observe and pertorm airy covenant,condi�on or agreement on its part dence of this Agreement.
<br /> to be observed or performed,other than as referred to in Sec�on 72.01(a),for a period of 30 days SecNon 13.10. Captions. The captions ar headings in this Agreement are for cornenience
<br /> after written notice,specifying such f�ture and requesdng that it be remedied,is given to Lessee only and in no vray define,limit or descri6e the scope or inteM of any proasions or sections of
<br /> by Lessor,un�ess Lessor shall agree in writing to an exteraan of such time prior to its expiration; this Aqreement.
<br /> provided,however,ff the tailure stated in the notice carmot 6e corrected within the applicable peri- Seetion 13.11. Applic�able Law. This Agreement shall be governed 6y and consUued in
<br /> od,Lessor will not unreasonaby withhold its co�ent to an exte�sion ot such time it corcective accordance wfth the laws of the State.
<br /> ac6on is instituted by Lessee within riie a�pficahk period and dligently pursued until the defauR
<br /> is corcected;
<br /> (c) My statement, representrtion or warranry made by Lessee in or pursuant to this
<br /> Agreement ar its execation,delivery or performance sh�l prove to have been talse,incorrect,mis- �
<br /> leading or breached in arry material respect on the date when made; et
<br /> (d)My provision of this Agreement shall at amr time for any reason cease to be valid and �
<br /> binding on Lessee,or shall 6e Qeclared to be nuq and void,or the validiry or enfaceabiliry there- p
<br /> of shaB be cantested by Lessee or arry govemmemal agency or authority if the loss of such pro- 0
<br /> vision woub materialy ad,rersey affect the rights or secumy of Lessor,or Lessee shall deny that p",
<br /> it has any further liability or ob6gation under this Agr�ement; �
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