AND, IN EXERCISING ANY SUCH RIGHTS, INCUR ANY LIABILITY AND EXPEND
WHATEVER AMOUNTS IN ITS REASONABLE DISCRETION LESSOR MAY DEEM NECESSARY
THEREFOR.
ALL SUMS SO INCURRED OR EXPENDED BY LESSOR (INCLUDING ANY PENALTY
INCURRED AS A RESULT OF LESSEE'S FAILURE TO PERFORM SUCH OBLIGATION OR MAKE SUCH
PAYMENT) SHALL BE DUE AND PAYABLE BY LESSEE UPON DEMAND THEREFOR AND SHALL BE
PAYABLE AS SUPPLEMENTAL RENT.
16.
DEFAULT AND REMEDIES.
(A)
THE OCCURRENCE OF ANY OF THE FOLLOWING
EVENTS SHALL CONSTITUTE AN EVENT OF DEFAULT HEREUNDER, AND SHALL PERMIT LESSOR
TO EXERCISE THE REMEDIES PROVIDED IN SECTION 16(B) BELOW, INCLUDING THE
TERMINATION OF LESSEE'S RIGHT TO POSSESSION OF THE EQUIPMENT:
(I)
LESSEE SHALL FAIL TO MAKE ANY PAYMENT OF
BASIC RENT WITHIN FIVE (5) DAYS OF THE DATE WHEN DUE OR SUPPLEMENTAL RENT WITHIN
TEN (10) DAYS OF THE DATE WHEN DUE; OR
(II)
LESSEE SHALL FAIL TO OBTAIN OR MAINTAIN
ANY INSURANCE REQUIRED UNDER THIS LEASE AGREEMENT OR A LIEN (OTHER THAN A
PERMITTED LIEN OR LESSOR'S LIEN) SHALL BE PLACED ON ANY EQUIPMENT; OR
(III)
LESSEE SHALL FAIL TO PERFORM OR OBSERVE ANY
OTHER COVENANT, CONDITION OR AGREEMENT UNDER THIS LEASE AGREEMENT, AND SUCH
FAILURE SHALL CONTINUE FOR FIFTEEN (15) DAYS AFTER NOTICE THEREOF TO LESSEE; OR
(IV)
THE REMOVAL OR OTHER RELOCATION OF ANY OF THE
EQUIPMENT FROM THE LUSK FACILITY; OR
(V)
ANY REPRESENTATION OR WARRANTY MADE BY
LESSEE HEREIN OR IN ANY CERTIFICATE, AGREEMENT, STATEMENT OR DOCUMENT HERETO OR
HEREAFTER FURNISHED TO LESSOR IN CONNECTION HEREWITH, INCLUDING WITHOUT
LIMITATION, ANY FINANCIAL INFORMATION DISCLOSED TO LESSOR, SHALL PROVE TO BE
FALSE OR INCORRECT IN ANY MATERIAL RESPECT; OR
(VI)
THE COMMENCEMENT OF ANY BANKRUPTCY,
INSOLVENCY, ARRANGEMENT, REORGANIZATION, RECEIVERSHIP, LIQUIDATION OR OTHER
SIMILAR PROCEEDING BY OR AGAINST LESSEE OR ANY OF ITS PROPERTIES OR BUSINESSES,
OR THE APPOINTMENT OF A TRUSTEE, RECEIVER, LIQUIDATOR OR CUSTODIAN FOR LESSEE OR
ANY OF ITS PROPERTIES OF BUSINESS, WHICH APPOINTMENT SHALL REMAIN UNSTAYED FOR
FORTY-FIVE (45) DAYS, OR IF LESSEE SUFFERS THE ENTRY OF AN ORDER FOR RELIEF
UNDER TITLE 11 OF THE UNITED STATES CODE; OR THE MAKING BY LESSEE OF A GENERAL
ASSIGNMENT OR DEED OF TRUST FOR THE BENEFIT OF CREDITORS; OR
(VII)
LESSEE SHALL FAIL TO PERFORM OR OBSERVE ANY OF
ITS OBLIGATIONS FOR THE BENEFIT OF LESSOR UNDER THE AGREEMENT RE RETAINED
EQUIPMENT OF EVEN DATE HEREWITH; OR
16
(VIII)
LESSEE SHALL TERMINATE ITS EXISTENCE BY MERGER,
CONSOLIDATION, SALE OF SUBSTANTIALLY ALL OF ITS ASSETS OR OTHERWISE; OR
(IX)
AN EVENT OF DEFAULT SHALL OCCUR UNDER
LESSEE'S LEASE OF THE LUSK FACILITY; OR
(X)
LESSOR SHALL DETERMINE, IN ITS SOLE
DISCRETION AND IN GOOD FAITH, THAT THERE HAS BEEN A MATERIAL ADVERSE CHANGE IN
THE FINANCIAL CONDITION OF THE LESSEE SINCE THE DATE OF THIS LEASE AGREEMENT, OR
THAT LESSEE'S ABILITY TO MAKE ANY PAYMENT HEREUNDER PROMPTLY WHEN DUE OR
OTHERWISE COMPLY WITH THE TERMS OF THIS LEASE AGREEMENT OR ANY OTHER AGREEMENT
BETWEEN LESSOR AND LESSEE IS IMPAIRED.
(B)
UPON THE OCCURRENCE OF AN EVENT