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<br />as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or
<br />liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or
<br />state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency
<br />or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
<br />under any other Lease or under any other financing agreement executed at any time with Lessor.
<br />
<br />20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise anyone or more of the
<br />following remedies:
<br />
<br />(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due
<br />under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the Event of
<br />Default occurs together with interest on such amounts at the rate of twelve percent (12%) per annum (but not to exceed
<br />the highest rate permitted by applicable law) from the date of Lessor's demand for such payment;
<br />
<br />(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21
<br />(and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where
<br />any Equipment is located and repossess such Equipment without demand or notice, without any court order or other
<br />process of law and without liability for any damage occasioned by such repossession;
<br />
<br />(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or
<br />private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such
<br />disposition free of any claims of Lessee, provided, that if the net proceeds of the disposition of all the Equipment exceeds
<br />the applicable Termination Value of all the Schedules plus the amounts payable by Lessee under clause (a) above of this
<br />Section and under clause (f) below of this Section, then such excess amount shall be remitted by Lessor to Lessee;
<br />
<br />(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
<br />
<br />(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable
<br />law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee's obligations under any Lease;
<br />andlor
<br />
<br />(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses
<br />incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this section,
<br />including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping,
<br />storage, repair, reconditioning or disposition of any Equipment.
<br />
<br />None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor.
<br />Lessor's exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the
<br />part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any
<br />default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any
<br />other remedy.
<br />
<br />21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination
<br />thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is
<br />obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon
<br />Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble,
<br />pack, crate, insure and return the Equipment to Lessor (aU in accordance with applicable industry standards) at any
<br />location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when
<br />received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in
<br />good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except
<br />Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above,
<br />all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent
<br />Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably
<br />requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence
<br />the termination of Lessee's interest in such Equipment.
<br />
<br />22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of Lessee (the "State").
<br />
<br />23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or
<br />mailed by regular or certified mail or sent by an overnight courier delivery company to the other party at its address set
<br />forth herein or at such address as the party may prOVide in writing from time to time. Any such notices shall be deemed
<br />to have been received five (5) days subsequent to mailing.
<br />
<br />24. FINANCIAL INFORMATION. As soon as they are available after their completion in each fiscal year of Lessee
<br />during any Lease Term, Lessee will deliver to Lessor upon Lessor's request the publicly available annual financial
<br />information of Lessee.
<br />
<br />MLD 002 (4198)
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