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<br />SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR Unless otherwise agreed by Lessee in writing, any
<br />such assignment transaction shall not release Lessor from any of Lessor's obligations under the applicable Lease. An assignment or
<br />reassignment of any of Lessor's right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee
<br />receives a written notice of assignment which discloses the name and address of each such Assignee; provided, that such notice from
<br />Lessor to Lessee of any assignment shall not be so required if Lessor assigns a Lease to JPMORGAN CHASE & CO. any of its direct
<br />or indirect subsidiaries. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with
<br />Section 149(a) of the Code and for such purpose, Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and
<br />registration agent to keep a complete and accurate record of any and all assignments of any Lease. Lessee agrees to acknowledge in
<br />writing any such assignments if so requested.
<br />18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby
<br />amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under
<br />any Non - Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non -
<br />Assigned Lease or any Equipment covered by any Non - Assigned Lease; and (c) Assignee shall exercise its rights, benefits and
<br />remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with
<br />respect to the Assigned Leases. "Assigned Leases" means only those Leases which have been assigned to a single Assignee pursuant
<br />to a written agreement; and "Non- Assigned Leases" means all Leases excluding the Assigned Leases.
<br />18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators,
<br />successors and assigns of the parties hereto.
<br />19. EVENTS OF DEFAULT. For each Lease, "Event of Default" means the occurrence of any one or more of the following events
<br />as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance
<br />with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof, (b) Lessee fails to perform or
<br />observe any of its obligations under Sections 12.1, 14 or 18.1 hereof, (c) Lessee fails to perform or observe any other covenant,
<br />condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after
<br />receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any
<br />writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous
<br />in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee,
<br />conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal
<br />or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or
<br />similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any
<br />other Lease or under any other financing agreement executed at any time with Lessor.
<br />20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies:
<br />(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and
<br />all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of Default occurs together with
<br />interest on such amounts at the rate of twelve percent (12 %) per annum (but not to exceed the highest rate permitted by applicable
<br />law) from the date of Lessor's demand for such payment;
<br />(b) Lessor may require Lessee to promptly return all Equipment under all or any of the Leases to Lessor in the manner set
<br />forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises
<br />where any Equipment is located and repossess any Equipment without demand or notice, without any court order or other process of
<br />law and without liability for any damage occasioned by such repossession;
<br />(c) Lessor may sell, lease or otherwise dispose of any Equipment under all or any of the Leases, in whole or in part, in one or
<br />more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such
<br />disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds the
<br />applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this Section and
<br />under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
<br />(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
<br />(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by
<br />appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease; and/or
<br />(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out -of- pocket costs and expenses incurred by
<br />Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section, including, without
<br />limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or
<br />disposition of any Equipment.
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