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18. Indemnification
18.1 Lessee will indemnify Lessor and protect,
defend and hold it harmless from and against any and
all loss, cost, damage, injury or expense, including,
without limitation, reasonable attorneys' fees,
wheresoever and howsoever arising which Lessor or its
subsidiaries or shareholders, or any of its or their
directors, officers, agents, employees, stockholders or
partners, 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, claims
of holders of the Lien or Underlying Leases; * * *
The Initial Equipment Purchase--The Partnership
On or around March 29, 1985, the partnership purchased the
initial equipment from Hambrose for $494,861 subject to all liens
of the third-party lenders and Hambrose, the user leases, and the
initial equipment wrap lease. The partnership paid for the
initial equipment as follows: $1,000 cash on the closing in
November 1985, $28,000 cash by December 31, 1985, and $465,861
represented by a note (the partnership note) secured by the
initial equipment payable in four consecutive annual installments
of $159,886 with the first installment due on March 31, 1986.
The partnership note contained the following provision
(hereinafter the deferral provision):
5.1 Deferral. Maker [the Partnership] shall have
the right to defer payment of the Principal Amount and
interest as the same becomes due under this Note if and
to the extent any amount of rent or other sums due to
Maker under an agreement of even date (the "Lease"),
between Charterhouse Equipment Associates Limited
Partnership ("Charterhouse"), as lessee, and Maker, as
lessor is not received by Maker as the same becomes due
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Last modified: May 25, 2011