SUNTRUST EQUIPMENT FINANCE & LEASING CORP.

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Section 23. Lease• Possession and Use. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terra and conditions set forth herein. Lessee shall have quiet use and enjoyment of and peaceably have and hold each Equipment Group during the related Lease Temr, except as expressly set forth in this Ageement. Section 2.4. Escrow Procedure. If Lessor and Lessee agree that the cost of an Equipment Group is to be paid from an Escrow Account: (a) Lessor and Lessee shall execute an Escrow Ageement substantially in the form of Exhibit F; (b) Lessor and Lessee shall execute an Equipment Schedule relating to such Equipment Group; and (c) Lessor shall deposit an amount equal to the cost of the Equipment Group into the Escrow Account. All amounts deposited by Lessor into the Escrow Account shall constitute a loan from Lessor to Lessee which shall be repaid by the Rental Payments due under the related Lease. ARTICLE III. TERM Section 3.1. Term. This Ageement shall be in effect from the Ageement Date unffi the earliest of (a) termination under Section 3.2 or (b) termination under Section 12.2; ron vided, however, no Equipment Schedules shall be executed after any Non-Appropriation or Event of Default. Each Lease with respect to an Equipment Group shall be in effect for a Lease Term commencing upon the Lease Date and ending as provided in Section 3.5. Section 3.2. Termination by Lessee. In the sole event of Non-Appropriation, this Agreement and each Lease hereunder shall terminate, in whole, but not in part, as to all Equipment effective upon the last day of the Fiscal Yeaz for which funds were appropriated, in the n>armer and subject to the temvs specified in this Article. Lessee may effect such termination by giving Lessor a written notice of termination and by paying to Lessor any Rental Payments and other amounts which aze due and have not been paid at or before the end of its then curent Fiscal Yeaz. Lessee shall endeavor to give notice of such termination not less than ninety (90) days prior to the end of the Fiscal Yeaz for which appropriations were made, and shall notify Lessor of any anticipated tem~ination. In the event of temilnation of this Ageement as provided in this Section, Lessee shall comply with the instnrctions received from Lessor in accordance with Section 12.3. Section 33. EffeM of Termination. Upon termination of this Ageement as provided in Section 3.2, Lessee shall not be responsible for the payment of any additional Rental Payments coming due in succeeding Fiscal Years, but if Lessee has not complied with the instructions received from Lessor in accordance with Section 12.3, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments treat would thereafter have come due if this Ageement had not been temilnated and which aze attnbutable to the number of days after which Lessee fails to comply with Lessor's instructions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. Section 3.4. Non-substitution. If this Ageement is terminated by Lessee in accordance with Section 3.2, to the extent permitted by State law, Lessee agees not to purchase, lease, rent, borow, seek appropriations for, acquire or otherwise receive the benefits of any personal property to perfomr the same functions as, or functions taking the place of, those performed by any of. the Equipment, and agees not to pemut such functions to be performed by its own employees or by any agency. or entity affiliated with or hired by Lessee, for a period of one yeaz following such termination; rovid however, these restrictions shall not be applicable in the event the Equipment shall be sold by Lessor and the amount received from such sale, less all costs of such sale, is sufficient to pay the then applicable Prepayment Prices relating thereto as set forth in the Equipment Schedules; or to the extent the application of these restrictions is unlawful and would affect the validity of this Ageement. Section 3.5. Termination of Lease Term. The Lease Term with respect to any Lease will terminate upon the occurence of the fast of the following events: (a) the temilnation of this Ageement by Lessee in accordance with Section 3.2; (b) the payment of the Prepayment Price by Lessee pursuant to Article V; (c) an Event of Default by Lessee and Lessor's elecfion to temmnate such Lease pursuant to Article XII; or (d) the payment by Lessee of ail Rental Payments and all other amounts authorized or required m be paid by Lessee pursuant to such Lease. ARTICLE>V. RENTAL PAYMENTS Section 4.1. Rental Payments. The Lessee agees to pay the Rental Payments due as specified in the Payment Schedule in Exhibit A. A portion of each Rental Payment is paid as interest as specified in the Payment Schedule of each lease, and the first Rental Payment will include Interest accring from the Funding Date. Lessor is authorized to insert the due date of the first Rental Payment in the Payment Schedule in Exhibit A. All Rental Payments shall be paid to Lessor, or to such assignee(s) Lessor has assigned as stipulated in Article XI, at such places as Lessor or such assignee(s) may from lime to time designate by written notice to Lessee. Lessee shall pay the Rental Payments with lawful money of the United States of America from moneys legally available therefor. Section 4.2. Current Expense. The obligations of Lessee, including its obligation to pay the Rental Payments due in any Fiscal Yeaz of a Lease Terri, shall constitute a curent expense of Lessee for such Fiscal Yeaz and shall not constitute an indebtedness of Lessee within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by Lessee of any taxes or other moneys (other than moneys lawfully appropriated from time to time by or for the benefit of Lessee for [his Ageement and the Net Proceeds of the Equipment) to the payment of any Rental Payment or other amount coming due hereunder. Sectiom 43. Unconditional Rental Payments. The Lessee's obligation to make Rental Payments shall be absolute and unconditional. Also, any other payments required hereunder shall be absolute and unconditional. Lessee shall make these payments when due and shalt not withhold any of these payments pending final resolution of any disputes. The Lessee shall not assert any right of set-off or counterclaim against its obligation to make these payments. Lessee's obligation to make Rental Payments or other payments shall not be abated through accident, unforeseen circumstances, failure of the Equipment to perform as desired, damage or destruction to the Equipment, loss of possession of the Equipment or obsolescence of the Equipment The Lessee shall be obligated to continue to make payments required of it 3/I8I2008:NBQ-ESC DOChev 01/OSsOe