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Proceeds and if Lessee shall make any payments pursuant to this Section Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Section 6 02 or(b)defease the Property Schedule pursuant to Section 6 07 or(c)exercise its option to purchase Lessors interest in the Property pursuant to the optional purchase provisions of the Property Schedule if any The amount of the Net Proceeds if any remaining after completing such repair restoration modification or improvement or after such defeasance or purchase may be retained by Lessee ARTICLE X 10 01 Disclaimer of Warranties LESSOR MAKES NO(AND SHALL NOT BE DEEMED TO HAVE MADE ANY)WARRANTIES EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER INCLUDING WITHOUT LIMITATION,THE DESIGN OPERATION OR CONDITION OF OR THE QUALITY OF THE MATERIAL EQUIPMENT OR WORKMANSHIP IN THE PROPERTY ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF THE ABSENCE OF LATENT OR OTHER DEFECTS(WHETHER OR NOT DISCOVERABLE) AND LESSOR HEREBY DISCLAIMS THE SAME IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE 'AS IS'ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY WHICHEVER IS LATER AND ALL SUCH RISKS IF ANY,ARE TO BE BORNE BY LESSEE Lessee acknowledges that it has made(or will make)the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor Lessee understands and agrees that(a) neither the Vendor nor any sales representative or other agent of Vendor is(i)an agent of Lessor or(ii)authorized to make or alter any term or condition of this Agreement and(b)no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein In no event shall Lessor be liable for any incidental,indirect,special or consequential damage in connection with or arising out of this Agreement the Property Schedules or the existence furnishing functioning or use of any item product or service provided for in this Agreement or the Property Schedules 10 02 Vendor's Warranties Lessor hereby irrevocably assigns to Lessee all nghts that Lessor may have to assert from time to time whatever claims and rights(including without limitation warranties) related to the Property against the Vendor Lessee's sole remedy for the breach of such warranty indemnification or representation shall be against the Vendor of the Property and not against Lessor nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Agreement including the right to receive full and timely payments hereunder Lessee expressly acknowledges that Lessor makes and has made no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property 10 03 Use of the Property Lessee will not install use operate or maintain the Property improperly carelessly in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule Lessee shall provide all permits and licenses if any necessary for the installation and operation of the Property In addition Lessee agrees to comply in all respects with all laws of the junsdiction in which its operations involving any item of Property may extend and any legislative executive administrative or judicial body exercising any power or jurisdiction over the items of the Property provided that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not in the opinion of Lessor,adversely affect the interest of Lessor in and to the Property or its interest or nghts under this Agreement Lessee shall promptly notify Lessor in writing of any pending or threatened investigation inquiry claim or action by any governmental authonty which could adversely affect this Agreement any Property Schedule or the Property thereunder 10 04 Modifications Subject to the provisions of this Section Lessee shall have the right at its own expense to make alterations additions modifications or improvements to the Property All such alterations additions modifications and improvements shall thereafter compnse part of the Property and shall be subject to the provisions of this Agreement Such alterations,additions modifications and improvements shall not in any way damage the Property,substantially alter its nature or cause it to be used for purposes other than those authonzed under the provisions of state and federal law and the Property on completion of any alterations additions modifications or improvements made pursuant to this Section,shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations additions modifications and improvements Lessee shall at its own expense make such alterations,additions modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority ARTICLE XI 11 01 Option to Purchase Lessee shall have the option to purchase Lessor's entire interest in all of the Property subject to a Property Schedule and to terminate any restnctions herein on the Property under such Property Schedule on the last day of the Lease Term for a Property Schedule if the Property Schedule is still in effect on such day,upon payment in full of the Lease Payments due thereunder plus payment of One(1)Dollar to Lessor Upon exercise of the purchase option as set forth in this Section 11 01 and payment of the purchase price under the applicable Property Schedule and performance by Lessee of all other terms conditions and provisions hereof Lessor shall deliver to Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer without warranty by or recourse to Lessor of all of Lessors right title and interest in and to the Property subject to such Property Schedule to Lessee 11 02 Option to Prepay Lessee shall have the option to prepay in whole the Lease Payments due under a Property Schedule but only if the Property Schedule so provides and on the terms set forth in the Property Schedule Lessee shall give wntten notice to Lessor of its intent to purchase Lessors interest in the Property at least sixty (60)days prior to the last day of the Lease Term for applicable Property Schedule ARTICLE XII 12 01 Assignment by Lessor Lessor's right title and interest in to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the necessity of obtaining the consent of Lessee,provided that any assignment shall not be effective until Lessee has received written notice signed by the assignor of the name address and tax identification number of the assignee Lessee shall retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register Lessee agrees to execute all documents including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its interests in this Agreement and the Property Schedules 12 02 Property Schedules Separate Financings Assignees of the Lessors rights in one Property Schedule shall have no nghts in any other Property Schedule unless such rights have been separately assigned 1203 Assignment and Subleasing by Lessee NONE OF LESSEES RIGHT, TITLE AND INTEREST IN TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR 12 04 Release and Indemnification Covenants To the extent permitted by applicable law Lessee shall indemnify protect hold harmless save and keep harmless Lessor from and against any and all liability obligation,loss claim and damage whatsoever regardless of cause thereof and all expenses in connection therewith including without limitation counsel fees and expenses penalties and interest(collectively Losses)arising out 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 tax exemption of the interest on any of the Property Schedules the ordering acquisition use operation condition,purchase,delivery rejection,storage 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 Property resulting in damage to property or injury to or death to any person provided however that Lessee shall not be required to indemnify Lessor for Losses arising out of or resulting from Lessors own willful or negligent conduct or for Losses arising out of or resulting from Lessors preparation of disclosure material relating to certificates of participation in this Agreement and any Property Schedule(other than disclosure material provided to Lessor by Lessee) The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the applicable Property Schedule or the termination of the Lease Term for such Property Schedule for any reason ARTICLE XIII 13 01 Events of Default Defined Any of the following shall constitute an"Event of Default under a Property Schedule (a) Failure by Lessee to pay any Lease Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein (b) Failure by Lessee to observe and perform any covenant condition or agreement on its part to be observed or performed with respect to the Property Schedule other than as referred to in subparagraph(a)above for a period of thirty(30)days after written notice specifying such failure and requesting that it be remedied is given to Lessee by Lessor unless Lessor shall agree in writing to an extension of such time pnor to its expiration provided that if the failure stated in the