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<br />damage the Property, substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and
<br />federal law; and the Property, on completion of any alterations, additions, modifications or improvements made pursuant to this Section, shall be of a
<br />value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications and
<br />improvements. Purchaser shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be
<br />required from time to time by applicable law or by any governmental authority.
<br />ARTICLE XI
<br />11.01 Option to Purchase. Purchaser shall have the option to purchase Seller's entire interest in all of the Property subject to a Property Schedule
<br />and to terminate any restrictions herein on the Property under such Property Schedule on the last day of the Term for a Property Schedule, if the
<br />Property Schedule is still in effect on such day, upon payment in full of the Installment Payments due thereunder plus payment of One (1) Dollar to
<br />Seller. Upon exercise of the purchase option as set forth in this Section 11.01 and payment of the purchase price under the applicable Property
<br />Schedule, and performance by Purchaser of all other terms, conditions and provisions hereof, Seller shall deliver to Purchaser all such documents and
<br />instruments as Purchaser may reasonably require to evidence the transfer, without warranty by or recourse to Seller, of all of Seller's right, title and
<br />interest in and to the Property subject to such Property Schedule to Purchaser.
<br />11.02 Option to Prepay. Purchaser shall have the option to prepay in whole the Installment Payments due under a Property Schedule, but only if
<br />the Property Schedule so provides, and on the terms set forth in the Property Schedule. Purchaser shall give written notice to Seller of its intent to
<br />purchase Seller's interest in the Property at least sixty (60) days prior to the last day of the Term for applicable Property Schedule.
<br />ARTICLE XII
<br />12.01 Assignment by Seller. Seller's right, title and interest in, to and under each Property Schedule and the Property under such Property
<br />Schedule may be assigned and reassigned in whole to one or more assignees by Seller without the necessity of obtaining the consent of Purchaser;
<br />provided that no such assignment shall be made to a trustee for the benefit of owners of certificates of participation, trust certificates or partnership
<br />interests without the consent of Purchaser, and further provided that any assignment shall not be effective until Purchaser has received written notice,
<br />signed by the assignor, of the name, address and tax identification number of the assignee. Purchaser shall retain all such notices as a register of all
<br />assignees and shall make all payments to the assignee or assignees designated in such register. Purchaser agrees to execute all documents,
<br />including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Seller or any assignee to protect
<br />its interests in this Agreement and the Property Schedules.
<br />12.02 Property Schedules Separate Financings. Assignees of the Seller's rights in one Property Schedule shall have no rights in any other
<br />Property Schedule unless such rights have been separately assigned.
<br />12.03 Assignment and Subleasing by Purchaser. NONE OF PURCHASER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS
<br />AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, TRANSFERRED, CONVEYED, LEASED OR ENCUMBERED BY PURCHASER FOR
<br />ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER.
<br />12.04 Release and Indemnification Covenants. To the extent permitted by applicable law, Purchaser shall indemnify, protect, hold harmless,
<br />save and keep harmless Seller from and against any and all liability, obligation, loss, claim and damage whatsoever, regardless of cause thereof, and
<br />all expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest (collectively, "Losses') arising out
<br />of or resulting from the entering into this Agreement, any Property Schedules hereunder, the ownership of any item of the Property, the loss of federal
<br />tax exemption of the interest on any of the Property Schedules, the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage
<br />or return of any item of the Property or any accident in connection with the operation, use, condition, possession, storage or return of any item of the
<br />Property resulting in damage to property or injury to or death to any person; provided, however, that Purchaser shall not be required to indemnify Seller
<br />for Losses arising out of or resulting from Seller's own willful or negligent conduct, or for Losses arising out of or resulting from Seller preparation of
<br />disclosure material relating to certificates of participation in this Agreement and any Property Schedule (other than disclosure material provided to Seller
<br />by Purchaser). The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations
<br />under this Agreement, or the applicable Property Schedule, or the termination of the Term for such Property Schedule for any reason.
<br />ARTICLE XIII
<br />13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule:
<br />(a) Failure by Purchaser to pay any Installment Payment under the Property Schedule or other payment required to be paid with respect
<br />thereto at the time specified therein;
<br />(b) Failure by Purchaser to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect
<br />to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice
<br />specifying such failure and requesting that it be remedied is given to Purchaser by Seller, unless Seller shall agree in writing to an
<br />extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable
<br />period, Seller will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Purchaser within
<br />the applicable period and diligently pursued until the default is corrected;
<br />(c) Any statement, representation or warranty made by Purchaser in or pursuant to the Property Schedule or its execution, delivery or
<br />performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
<br />(d) Purchaser shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Purchaser, or of all or a
<br />substantial part of the assets of Purchaser, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become
<br />due, (iii) make a general assignment for the benefit of creditors, (iv) have an`order for relief entered against it under applicable federal
<br />bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with
<br />creditors or taking advantage of any insolvency lave or any answer admitting the material allegations of a petition filed against Purchaser
<br />in any bankruocy, reorganization or insolvency proceeding; or
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