Section 34. Assignment and Subleasing by Lessee. None of Lessee’s right, title andinterestin, to and
under this Agreement and the Equipment may be assigned or encumbered by Lessee for any reason,
except that Lessee may sublease allor part of the Equipment if Lessee obtains the prior written consent of
Lessor and an opinion of nationally recognized counselin the area of tax exempt municipal obligations
satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest
components ofthe Rental Payments from gross income for federal income tax purposes. Any such
sublease of all or part of the Equipment will be subject to this Agreement and the rights of Lessor in, to
and under this Agreement and the Equipment.
Section 35. Events of Default Defined. Subject to the provisions of Section 8, any of the following will
be “Events of Default” under this Agreement:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the
time specified herein;
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be
observed or performed, other than as referred to in Section 35(a), for a period of 30 days after written
notice, specifying such failure and re questing thatit be remedied, is given to Lessee by Lessor, unless
Lessor will agree in writing to an extension of such time prior to its expiration; provided, however, if the
failure statedin the notice cannot be corrected within the applicable pe riod, Lessor will not unreasonably
withholdits consent to an extension of such time ifcorrective action is instituted by Lessee within the
applicable period and diligently pursued until the default is corrected;
(c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or its
execution, delivery or performance will prove to have been false, incorrect, misleading or breached in any
material respect on the date when made;
(d) Any provision of this Agreement will 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 thereof will be contested by
Lessee or any governmental agency or authority if the loss of such provision would materially adversely
affect the rights or security of Lessor, or Lessee will deny that it has any further liability or obligation
under this Agreement;
(e) Lessee will (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of
Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its
inability generally to pay its debts as they become due, (iii) make a generalassignment for the benefit of
creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file
a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement
with creditors or taking advantage of any insolvency law or any answer admitting the material allegations
of a petition filed against Lessee in any bankruptcy, reorganization or insolvency proceeding; or
(f) An order, judgment or decree will be entered by any court of competent jurisdiction, approving a
petition or appointing a receiver, trustee, custodian or liquidator of Lessee or of all or a substantial part of
the assets of Lessee, in each case withoutits application, approval or consent, and such order, judgment
or decree will continue unstayed and in effect for any period of 30 consecutive days.
Section 36. Remedies on Default. Whenever any Event of De fault exists, Lessor will have the right, at
its sole option without any further demand or notice, to take one or any combination of the following
remedial steps:
(a) By written notice to Lessee, Lessor may declare all Rental Payments and other amounts payable by
Lessee hereunder to the end of the then current Original Term or Renewal Term to be due;
(b) With or without terminating this Agreement, Lessor may enter the premises where the Equipment is
located and retake possession of the Equipment or require Lessee at Lessee’s expense to promptly return
any or all of the Equipment to the possession of Lessor ata place specified by Lessor, and sell or lease the
Equipment or, for the account of Lessee, sublease the Equipment, holding Lessee liable for the difference
between (i) the Rental Payments and other amounts payable by Lessee hereunder plus the applicable
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