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Assigned Leases" means all Leases excluding the Assigned Leases. No such assignment (except an assignment to an affiliate of Lessor
<br />or to an entity whose common stock is directly or indirectly one hundred percent (100%) owned by Lessor's parent or indirect parent
<br />(each an "Affiliate") so long as Lessor continues to bill and collect Lease Payments) shall be effective unless and until Lessee shall have
<br />received a written notice disclosing the name and address of each such Assignee; provided, however, that if such assignment is made to
<br />a bank or trust company as paying or escrow agent for holders of certificates of participation in this Agreement or any Lease hereunder,
<br />it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been
<br />advised that such agency agreement is no longer in effect; and provided, further, to the extent that State law requires the written approval
<br />and/or authorization of Lessee in order to effectuate the issuance, sale, assignment, or transfer of fractionalized interests in a Lease
<br />(whether in whole or in part), then such written approval and/or authorization shall be obtained in accordance with State law. After the
<br />giving of notice of any such assignment to Lessee, Lessee shall thereafter make all payments in accordance with the notice to the
<br />Assignee named therein. No further action will be required by Lessor or by Lessee to evidence the assignment; however, Lessee shall,
<br />if so requested, acknowledge any such assignment in writing, but such acknowledgement shall in no way be deemed necessary to make
<br />the assignment effective. DURING THE LEASE TERM OF EACH LEASE, LESSEE SHALL KEEP A COMPLETE AND
<br />ACCURATE RECORD OF ALL SUCH ASSIGNMENTS IN FORM NECESSARY TO COMPLY WITH SECTION 149(a) OF THE
<br />CODE, AND THE REGULATIONS, PROPOSED, EXISTING, OR FROM TIME TO TIME PROMULGATED THEREUNDER;
<br />however, in the event Lessor assigns its interest in a Lease to an Affiliate, Lessor shall maintain a record of such assignment for the
<br />benefit of Lessee. Subject to the foregoing, this Agreement and any Lease hereunder inure to the benefit of and are binding upon the
<br />heirs, executors, administrators, successors and assigns of the parties hereto.
<br />Section 19. EVENT OF DEFAULT. The term "Event of Default" as used herein, means the occurrence of any one or more of the
<br />following events: (a) Lessee fails to make any Lease Payment or any other payment (other than by reason of Non -Appropriation Event
<br />or a Non -Renewal Event) required to be paid when due, and any such failure continues for ten (10) days after the due date thereof; (b)
<br />Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder or an Escrow
<br />Agreement (if applicable) and such failure is not cured within ten (10) days after written notice thereof by Lessor; (c) the discovery by
<br />Lessor that any statement, representation, or warranty made by Lessee in this Agreement or in any writing ever delivered by Lessee
<br />pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; (d) Lessee becomes insolvent, is
<br />unable to pay its debts as they become due, fails to promptly lift any execution, garnishment or attachment of such consequence as
<br />would impair the ability of Lessee to carry on its governmental functions, makes an assignment for the benefit of creditors, applies or
<br />consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee, or of all or a substantial portion of its assets, the
<br />entry by Lessee into an agreement of composition with creditors, the approval by a court of competent jurisdiction of any adjustment of
<br />indebtedness of Lessee, or the dissolution or liquidation of Lessee, or a petition for relief is filed by or against Lessee under federal
<br />bankruptcy, insolvency or similar laws and is not dismissed within thirty (30) days thereafter, (e) any provision of this Agreement will
<br />at any time for any reason cease to be valid and binding on Lessee, or will be declared to be null and void, or the validity or enforceability
<br />thereof will be contested by Lessee or any governmental agency or authority if the loss of such provision would materially adversely
<br />affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation under this Agreement, or (f) an
<br />order, judgment, or decree will be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee,
<br />custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval, or
<br />consent, and such order, judgment or decree will continue unstayed and in effect for any period of 30 consecutive days.
<br />Section 20. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may,
<br />at its sole option, exercise any one or more of the following remedies: (a) with or without terminating any Lease, and upon written notice
<br />to Lessee, declare an amount equal to all amounts then currently due under any and all Leases owned by it and all remaining Lease
<br />Payments due under all or any of such Leases during the Fiscal Year in effect when the Event of Default occurs together with interest
<br />on such amounts at the Default Interest Rate from the date of Lessor's demand for such payment to be immediately due and payable,
<br />whereupon the same shall become immediately due and payable; (b) with or without terminating any Lease, and upon written notice to
<br />Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner
<br />set forth in Section 5 hereof, and/or enter upon the premises where the Equipment is located, disable the Equipment subject to all Leases
<br />owned by it to prevent further use thereof by Lessee, and take immediate possession of and remove the same; (c) sell, lease or otherwise
<br />dispose of any Equipment under all or any of the Leases, in whole or in part, in one or more public or private transactions, and if Lessor
<br />so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided,
<br />that if the Net Proceeds of the disposition of all the Equipment exceeds the applicable Concluding Payments of all the Schedules plus
<br />the amounts payable by Lessee under clauses (a) and (d) of this Section 20 plus any sales or transfer Taxes, then such excess amount
<br />shall be remitted by Lessor to Lessee; (d) demand payment of (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses
<br />incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this Section 20, including,
<br />without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning,
<br />or disposition of any Equipment; and (e) exercise any other right, remedy or privilege which may be available to it under applicable
<br />laws of the State or any other applicable law or proceed by appropriate court action to enforce the terms of, recover damages for the
<br />breach of, or to rescind, a Lease as to any or all of the Equipment. Lessee hereby expressly waives any damages occasioned by Lessor's
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