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<br />any component of GIS may extend and any legislative, executive, administrative, or
<br />judicial body exercising any power or jurisdiction over the components of the GIS.
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<br />ARTICLE XI: ASSIGNMENT, TRANSFER, RELEASE, AND
<br />INDEMNIFICATION
<br />
<br />Section 11.01. Assignment by Licensor. The rights of Licensor under this
<br />Agreement, including the right to receive payments from Licensee hereunder, are freely
<br />assignable by Licensor at any time subsequent to execution, without the necessity of
<br />obtaining the consent of Licensee; provided, however, that no such assignment(s) shall be
<br />effective as to Licensee unless and until Licensee shall have received notice of the
<br />assignment(s) disclosing the name and address of the assignee(s). Upon receipt of notice
<br />of assignment, Licensee agrees to reflect in a book entry the assignee designated in such
<br />notice of assignment, and to make all payments to the assignee designated in the notice of
<br />assignment, notwithstanding any claim, defense, setoff, or counterclaim whatsoever
<br />(whether arising from a breach of this Agreement or otherwise) that Licensee may from
<br />time to time have against Licensor, or the assignee. Licensee agrees to execute all
<br />documents, including without limitation notices of assignment and chattel mortgages or
<br />fmancing statements which may be reasonably requested by Licensor or its assignee to
<br />protect their interests in the GIS and to rights under this Agreement
<br />
<br />~ Section 11.02. No Transfer by Licensee. The rights of Licensee under this
<br />o Agreement may not be sold, assigned, transferred, or encumbered by Licensee without the
<br />0III:It prior written consent of Licensor.
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<br />Section 11.03. Release and Indemnification Covenants. Licensee shall protect,
<br />hold harmless, and indemnify Licensor from and against any and all liability; obligations,
<br />losses, claims, and damages whatsoever, regardless of cause thereof, and expenses in
<br />connection therewith, including, without limitation, attorney fees and expenses, penalties
<br />and interest arising out of or as the result of the entering into of this Agreement, the
<br />ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or
<br />return of any component of the GIS, and including liability from any accident in connection
<br />with the operation, use, condition, possession, storage, or return of any component of the
<br />GIS resulting in damage to property; any component, including a database, of GIS; or
<br />injury to or death of any person. The indemnification arising under this paragraph shall
<br />continue in full force and effect notwithstanding the full payment of all obligations under
<br />this Agreement or the termination of the License for any reason. Licensee agrees not to
<br />withhold or abate any portion of the payments required pursuant to this Agreement by
<br />reason of any defects, malfunctions, or breakdowns, of the GIS.
<br />
<br />ARTICLE XII: EVENTS OF DEFAULT AND REMEDIES
<br />
<br />Section 12.01. Events of Default Defined. The following shall be "events of
<br />default" under this Agreement and the terms "event of default" and "default" shall mean,
<br />whenever they are used in this Agreement, anyone or more of the following events:
<br />
<br />(a) Failure by Licensee to pay any license fee or other payment required to be paid
<br />hereunder at the time specified herein; and
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