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<br />(c) any time when Lessee is not on such date in default under this Agreement, upon payment by
<br />Lessee of the then applicable Purchase Price to Lessor.
<br />- Upon the occurrence of any of such events. Lessor shall deliver a Bill of Sale of its remaining interest
<br />in the Equipment to Lessee "AS I5 - WHERE IS" without additional cost or payment by Lessee,
<br />ARTICLE XII
<br />ASSIGNMENT, SUBLEASING', INDEMNIFICATION MORTGAGING AND SELLING
<br />Section 12.01. Assignment by Lessor- This Agreement, and the obligations of Lessee to make
<br />payments hereunder, may be assigned and reassigned in whole or in part to one or more assignees and
<br />subassignees by Lessor at any time subsequent to its execution, without the necessity of obtaining the
<br />consent of Lessee; provided, however, that no such assignment or reassignment shall be effective unless and
<br />until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and
<br />address of the assignee or subassignee, and (ii) in the event that such assignment is made to a bank or trust
<br />company as trustee for holders of certificates representing interest in this Agreement, such bank or trust
<br />company agrees to maintain, or cause to be maintained, a book -entry system by which a record of names
<br />and addresses of such holders as of any particular time is kept and agrees, upon request of the Lessee, to
<br />fumish such information to Lessee. Upon receipt of notice of assignment, Lessee agrees to reflect in a book
<br />entry assignee designation in such notice of assignment, and to make all payments to the assignee
<br />designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim
<br />whatsoever (whether arising front a breach of this Agreement or otherwise) that Lessee may from time to
<br />time have against Lessor, or the assignee. Lessee agrees to execute all documents which may be reasonably
<br />requested by Lessor or its assignee to protect their interests in this Agreement -
<br />Section 12.02. No Sale. Assignment or Subleasing by Lessee. This Agreement and the interest of
<br />Lessee in the equipment may not be sold, assigned or encumbered by Lessee without the prior written
<br />consent of Lessor or assignee.
<br />Section 12.03. Release and Indemnification Covenants. To the extent pennitted by the laws and
<br />Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor from and against any
<br />and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and
<br />expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and
<br />interest arising oil of or as the result of the entering into this Agreement, the ownership of any item of the
<br />equipment, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage at
<br />return of any item of the equipmem or any accident in connection with the operation, use, condition.
<br />possession, storage or return of any item of the equipment resulting in damage to property or injury to or
<br />death of any person. The indemnification arising under this paragraph shall continue in full force and effect
<br />notwithstanding the full payment of all obligations under this Agreement or the termination of the lease term
<br />for any reason, Lessee agrees not to withhold or abate any portion of the payments required pursuant to this
<br />Agreement by reason of any defects, malfunctions, breakdowns or infirmities ofihe equipment.
<br />ARTICLE XIII
<br />EVENTS OF DEFAULT AND REMEDIES
<br />Section 13.01. Events of Default beGned. The following shall be "events of default" under this
<br />Agreement and the terms "event of default" and "default" shall mean, whenever they are used in this
<br />Agreement, anyone or more ofthe following events:
<br />(a) failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the
<br />time specified herein; and
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