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replacements of any portion of the Leased Property, except as <br /> expressly set forth in this Lease. <br /> ARTICLE XI <br /> ASSIGNMENT, SUBLEASING AND INDEMNIFICATION <br /> 11. 1 Board of Education's Assignment and Subleasing. The <br /> Board of Education may not assign or sublease the Leased Property, <br /> in whole or in part, without the consent of the County. <br /> 11.2 Indemnification. Except as provided in Section 8. 1, to <br /> the extent permitted by law, the Board of Education shall and <br /> hereby agrees to indemnify and save the County harmless against and <br /> from all claims by or on behalf of any person, firm, corporation or <br /> other legal entity arising from the operation or management of the <br /> Leased Property by the Board of Education during the Lease Term, <br /> including any arising from: (a) any condition of the Leased <br /> Property or (b) any act of negligence of the Board of Education or <br /> of any of its agents, contractors or employees or any violation of <br /> law by the Board of Education or breach of any covenant or warranty <br /> by the Board of Education hereunder. The Board of Education shall <br /> be notified promptly by the County of any action or proceeding <br /> brought in connection with any claims arising out of circumstances <br /> described in (a) or (b) above. <br /> ARTICLE XII <br /> EVENTS OF DEFAULT <br /> 12 . 1 Events of Default. Each of the following shall be an <br /> "Event of Default" under this Lease and term "Default" shall mean, <br /> whenever it is used in this Lease, any one or more of the following <br /> events: <br /> (a) The Board of Education's failure to make any payments <br /> hereunder when due. <br /> (b) The Board of Education's failure to observe and perform <br /> any covenant, condition or agreement on its part to be <br /> observed or performed for a period of thirty (30) days after <br /> written notice specifying such failure and requesting that it <br /> be remedied shall have been given to the Board of Education by <br /> the County, unless the County shall agree in writing to an <br /> extension of such time prior to its expiration; provided, <br /> however, that if the failure stated in such notice cannot be <br /> corrected within the applicable period, the County shall not <br /> unreasonably withhold its consent to an extension of such time <br /> BWNY/133845.2/15880/0001311537 December 14, 1994 9 <br />