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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 Properly 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 law or any answer admitting the material allegations of a petition filed against Purchaser
<br /> in any bankruptcy,reorganization or insolvency proceeding;or
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