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the destroyed Equipment as set forth in the related Payment Schedule. Regazdless of the fact that Lessor has taken possession of the
<br />Equipment, Lessee shall continue to be responsible for the Rental Payments due during the Fiscal Yeaz.
<br />(c) If Lessor terminates this Agreement andlor any Lease and, in its discretion, takes possession and disposes of any or al] of the
<br />Equipment, Lessor shall apply [he proceeds of any such disposition to pay the following items in the following order. (i) all costs
<br />(including but not limited to, attorneys' fees) intoned in securing possession of the Equipment; (ii) all expenses incurred in completing the
<br />disposition; (iii) any sales or transfer taxes; (iv) the applicable Prepayment Prices of the Equipment Groups; and (v) the balance of any
<br />Rental Payments owed by Lessee during the Fiscal Yeaz then in effect. Any disposition proceeds remaining after the requirements of
<br />Clauses (i), (ii), (iii), (iv) and (v) have been met shall be paid to Lessee.
<br />(d) Lessor may take any other remedy available, at law or in equity, with respect to such Event of Default, including those requiring
<br />Lessee to perform any of its obligations or to pay any moneys due and payable to Lessor and Lessee shall pay the reasonable attorneys' fees
<br />and expenses incurred by Lessor in enforcing any remedy hereunder.
<br />(e) Each of the foregoing remedies is cumulative and maybe enforced separately or concurrently.
<br />Section 12.3 Return of Eguipment• Release of Lessee's Interest. Upon temunation of any Lease prior to the payment of all related
<br />Rental Payments or the applicable Prepayment Price (whether as result ofNon-Appropriation or Event of Default), Lessee shall, within ten
<br />(10) days after such ternination, at its own expense: (a) perform any testing and repairs required to place the related Equipment in the
<br />condition required by Article VIII; (b) if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled,
<br />disassembled and crated by an authorized manufacturer's representative or such other service person as is satisfactory to Lessor; and (c)
<br />return such Equipment to a location specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to return such
<br />Equipment in the manner designated, Lessor may repossess the Equiprent without demand or notice and without court order or legal
<br />process and charge Lessee the costs of such repossession. Upon temtination of this Agreement in accordance with Article III or Article XII
<br />hereof, at the election of Lessor and upon Lessor's written notice to Lessee, full and unencumbered legal title and ownership of the
<br />Equipment shall pass to Lessor. Lessee shall have no further interest therein. Lessee shall execute and deliver to Lessor such docmnents as
<br />Lessor may request to evidence the passage of legal title and ownership to Lessor and termination of Lessee's interest in the Equipment.
<br />Section 12.4 Late Charge. Lessor shall have the right to require late payment charge for each Rental or any other amount due hereunder
<br />which is not paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the legal maximum. This Section is
<br />only applicable to the extent it does not affect the validity of this Agreemenk.
<br />ARTICLE XIII. MISCELLANEOUS PROVISIONS
<br />Secfion 13.1. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its
<br />address specified beneath each party's signature, or at such address as the party may provide to the other parties hereto in writing from time
<br />to time. Any such notice shall be deemed to have been received 72 hours after deposit in the United States maIl in registered or certified
<br />form, with postage fully prepaid, or, if given by other means, when delivered at the address specified in this Section 13.1.
<br />Section 13.2. Binding Effect. This Agreement and each Lease hereunder shall be binding upon and shall inure to the benefit of Lessor
<br />and Lessee and their respective successors and assigns. Specifically, as used herein the term "Lessor" means any person or entity to whom
<br />Lessor has assigned its right to receive Rental Payments under any Lease.
<br />Section 13.3. Severability. In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any court
<br />of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
<br />Section 13.4. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the patties with respect to the
<br />subject matter hereof and supersedes all prior and contemporaneous writings, understandmgs, agreements, solicitation documents and
<br />representations, express or implied. This Agreement maybe amended or modified only by written documents duly authorized, executed
<br />and delivered by Lessor and Lessee.
<br />Section 13.5. Captions. The captions or headings in this Ageement aze for convenience only and in no way define, limit or describe the
<br />scope or intent of any provisions, Articles, Sections or Clauses hereof.
<br />Section 13.6. FYrrther Assurances and Corrective Instruments. Lessor and Lessee agree that they will, from time to time, execute,
<br />acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as
<br />may reasonably be required for correcting any inadequate or incorect description of the Equipment hereby leased or intended so to be, or
<br />for otherwise carrying out the expressed intention of this Agreement. Lessee hereby authorizes Lessor to file any financing statement or
<br />supplements thereto as may be reasonably required for corecting any inadequate description of the Equipment hereby leased or intended so
<br />to be, or for otherwise carrying out the expressed intention of this Agreement
<br />Section 13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
<br />Section 13.8. Usury. It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that,
<br />notwithstanding any provisions to the contrary herein or in any Equipment Schedule, in no event shall this Agreement or any Lease
<br />hereunder require the payment or permit the collection of Interest or any amount in the nature of Interest or fees in excess of the maximum
<br />amount pemutted by applicable law. Any such excess Interest or fees shall first be applied to reduce Principal, and when no Principal
<br />remains, refunded to Lessee. In dete*rr+;ning whether the Interest paid or payable exceeds the highest lawful rate, the total amount of
<br />Interest shall be spread through the applicable Lease Term so that the Interest is uniform through such term.
<br />Secfion 13.9. Lessee's Performance. A failure or delay of Lessor to enforce any of the provisions of this Agreement or any Lease shall in
<br />no way be constmed to be a waiver of such provision.
<br />Secfion 13.10. Waiver of 7urv Trial. Lessor and Lessee hereby waive any right to trial by jury in any action or proceeding with respect
<br />to, in connection with or arising out of this Agreement.
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