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-24- <br />against Lessor or the Vendor. Assignments in part may include without limitation assignment of <br />all of Lessor’s security interest in and to the Equipment and all rights in, to and under this <br />Agreement related to such Equipment, and all of Lessor’s security interest in and to the <br />Collateral, or all rights in, to and under the Escrow Agreement. <br />(c) If Lessor notifies Lessee of its intent to assign this Agreement, Lessee agrees that it <br />shall execute and deliver to Lessor a Notice and Acknowledgement of Assignment substantially <br />in the form of Exhibit H attached hereto within five (5) business days after its receipt of such <br />request. <br /> Section 11.02. Assignment and Subleasing by Lessee. None of Lessee’s right, title, and <br />interest in, to and under this Agreement or any portion of the Equipment, the Escrow <br />Agreement, the Escrow Account or the other Collateral may be assigned, encumbered or <br />subleased by Lessee for any reason, and any purported assignment, encumbrance or <br />sublease without Lessor’s prior written consent shall be null and void. <br />ARTICLE XII <br /> Section 12.01. Events of Default Defined. Any of the following events shall constitute an <br />“Event of Default” under this Agreement: <br />(a) Failure by Lessee to (i) subject to Section 3.03, pay any Rental Payment or <br />other payment required to be paid under this Agreement within ten (10) days after the <br />date when due as specified herein, (ii) maintain insurance as required herein, or (iii) <br />observe and perform any covenant, condition or agreement on its part to be observed or <br />performed under Section 2.01(u), 6.01 or 6.02 hereof; <br />(b) Failure by Lessee to observe and perform any covenant, condition or <br />agreement contained in this Agreement on its part to be observed or performed, other <br />than as referred to in subsection (a) above, for a period of thirty (30) days after written <br />notice specifying such failure and requesting that it be remedied is given to Lessee by <br />Lessor, unless Lessor shall agree in writing to an extension of such time prior to its <br />expiration; provided that, if the failure stated in the notice cannot be corrected within the <br />applicable period, Lessor will not unreasonably withhold its consent to an extension of <br />such time if corrective action is instituted by Lessee within the applicable period and <br />diligently pursued until the default is corrected; <br />(c) Any statement, representation or warranty made by Lessee in or pursuant <br />to this Agreement or its execution, delivery o r performance shall prove to have been <br />false, incorrect, misleading, or breached in any material respect on the date when made; <br />(d) Any default occurs under any other agreement for borrowing money, lease <br />financing of property or otherwise receiving credit under which Lessee is an obligor, if <br />such default (i) arises under any other agreement for borrowing money, lease financing of <br />property or provision of credit provided by Lessor or any affiliate of Lessor, or (ii) arises <br />under any obligation under which there is outstanding, owing or committed an <br />303