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shall he carried in an amount no less than the amount of the then applicable Balance Payment with respect to such
<br />Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name
<br />Lessee as an insured and Lessor or it's Assigns as an additional insured, and will contain a clause requiring the
<br />insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the
<br />cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as
<br />their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will
<br />deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self -
<br />insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury
<br />or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make
<br />available to Lessor all information and documentation relating thereto.
<br />14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and
<br />hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, Including
<br />attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection,
<br />purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under
<br />insurance policies thereon.
<br />15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer,
<br />pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any
<br />interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other
<br />than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the
<br />Equipment and any documents executed with respect to this Lease and /or grant or assign a security interest in this
<br />Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this
<br />Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors,
<br />administrators, 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
<br />abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or
<br />reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until
<br />Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee;
<br />provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for
<br />holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency
<br />agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency
<br />agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all
<br />such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or
<br />existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to
<br />evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested.
<br />After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in
<br />any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the
<br />Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee
<br />hereunder.
<br />16. EVENT OF DEFAULT. The term "Event of Default ", as used herein, means the occurrence of
<br />any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it
<br />becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the
<br />due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be
<br />performed or observed by it hereunder or the Contract and such failure is not cured within twenty (20) days after
<br />written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made
<br />by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false,
<br />misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization
<br />or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for
<br />Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within
<br />twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or
<br />levied upon or against the Equipment.
<br />17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default
<br />is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to
<br />Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the Fiscal
<br />ELPAshort 1'11.01.13
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