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Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become
<br />immediately due and payable; (it) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at
<br />Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee's
<br />computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or
<br />Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession
<br />of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee
<br />liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or
<br />subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser,
<br />Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and
<br />(iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of
<br />the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of
<br />the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the
<br />Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all
<br />legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement
<br />of any of the remedies listed above or any other remedy available to Lessor,
<br />18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and
<br />provided that no Event of Default has occurred and Is continuing, or no event, which with notice or lapse of time, or
<br />both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the
<br />Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due
<br />together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such
<br />purchase conditions, Lessor will transfer any and all of Its right, title and interest in the Equipment to Lessee as is,
<br />without warranty, express or implied, except that the Equipment Is free and clear of any liens created by Lessor.
<br />19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified
<br />mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may
<br />provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent
<br />to such mailing.
<br />20. SECTION HEADINGS. All section headings contained herein are for the convenience of
<br />reference only and are not intended to define or limit the scope of any provision of this Lease.
<br />21, GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the
<br />laws of, the state of the Equipment Location.
<br />22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor,
<br />such other documents and Information as are reasonably necessary with respect to the transaction contemplated
<br />by this Lease.
<br />23, ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease - Purchase
<br />Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use /Source of Funds Certificate of
<br />Incumbency, Lessee Resolution, Bank Qualified Statement, Information Return for Tax - Exempt Governmental
<br />Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or
<br />instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the
<br />parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or
<br />changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited
<br />by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.
<br />The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate
<br />as a waiver of any subsequent breach thereof.
<br />24, EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, each of
<br />which shall be deemed an original and all of which shall constitute but one and the same instrument.
<br />ELPAshorr_f11,0111
<br />55A -27
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