Richard Santulli and Virginia Santulli - Page 18

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                    17.  Indemnification                                              
                    17.1  Lessee will indemnify Lessor and protect,                   
               defend and hold him harmless from and against any and                  
               all loss, cost, damage, injury or expenses, including,                 
               without limitation, reasonable attorneys' fees,                        
               wheresoever and howsoever arising which Lessor, or any                 
               of his agents or employees, may incur by reason of any                 
               breach by Lessee of any of the representations by, or                  
               obligations of, Lessee contained in this Lease or in                   
               any way relating to or arising out of this Lease, the                  
               Equipment or Underlying Leases; * * *                                  
          By a reference to the petitioner telecommunications purchase                
          agreement, the term "Underlying Leases" is defined to be the U.S.           
          Telephone lease.                                                            
               Marketing Agreement                                                    
               Pursuant to a "Remarketing Option" between petitioner and              
          RTS dated December 30, 1982, RTS agreed, at petitioner's option,            
          to act as petitioner's agent to remarket the telecommunications             
          equipment as and when the RTS lease expired.                                
               Payment History                                                        
               Until September 1983, RTS' payments of rent to petitioner              
          pursuant to the RTS lease, petitioner's payments to Proz pursuant           
          to the petitioner telecommunications installment note, and Proz'            
          payments to RTS pursuant to the Proz telecommunications                     
          installment note (together the telecommunications payments) were            
          made by check.  The telecommunications payments were not always             
          timely.  For example, neither petitioner, Proz, nor RTS made any            
          payment due for January through July 1983 until December 1983.              







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