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<br />the holder of such indebtedness the right to accelerate the indebtedness, the principal amount of such indebtedness constitutes at least
<br />10% of Lessee's aggregate current long- and short -term indebtedness.]
<br />Section 12.2. Remedies on Default. Upon the occurrence of any Event of Default, Lessor shall have the right, at its option and without
<br />any further demand or notice to one or more or all of the following remedies:
<br />(a) Lessor, with or without terminating this Agreement or any Lease, may declare all Rental Payments immediately due and payable
<br />by Lessee, whereupon such Rental Payments shall be immediately due and payable.
<br />(b) Lessor, with or without terminating this Agreement or any Lease, may repossess any or all of the Equipment by giving Lessee
<br />written notice to deliver such Equipment in the manner provided in Section 12.3; or in the event Lessee fails to do so within ten (10) days
<br />after receipt of such notice, Lessor may enter upon Lessee's premises where such Equipment is kept and take possession of such
<br />Equipment and charge Lessee for costs incurred, including reasonable attorneys' fees. Lessee hereby expressly waives any damages
<br />resulting from such repossession. If the Equipment or any portion has been destroyed, Lessee shall pay the applicable Prepayment Price of
<br />the destroyed Equipment as set forth in the related Payment Schedule. Notwithstanding Lessor's repossession of the Equipment, Lessee
<br />shall continue to be responsible for the payment of Rental Payments and all other amounts payable hereunder.
<br />(c) If Lessor terminates this Agreement and /or any Lease and, in its discretion, takes possession and disposes of any or all of the
<br />Equipment, Lessor shall apply the 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) incurred 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 unpaid balance of
<br />any Rental Payments and any other amounts payable hereunder. Any disposition proceeds remaining after the requirements of Clauses (i),
<br />(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'
<br />fees and expenses incurred by Lessor in enforcing any remedy hereunder.
<br />Section 12.3. Return of Equipment: Release of Lessee's Interest. Upon termination of any Lease prior to the payment of all related
<br />Rental Payments or the applicable Prepayment Price, or after an Event of Default, Lessee shall, within ten (10) days after such termination,
<br />at its own expense: (a) perform any testing and repairs required to place the related Equipment in the condition required by Article VIII; (b)
<br />if deinstallation, disassembly or crating is required, cause such Equipment to be deinstalled, disassembled and crated by an authorized
<br />manufacturer's representative or such other service person as is satisfactory to Lessor; and (c) return such Equipment to a location
<br />specified by Lessor, freight and insurance prepaid by Lessee. If Lessee refuses to return such Equipment in the manner designated, Lessor
<br />may repossess the Equipment without demand or notice and without court order or legal process and charge Lessee the costs of such
<br />repossession. Upon termination of this Agreement in accordance with Article XII hereof, at the election of Lessor and upon Lessor's
<br />written notice to Lessee, full and unencumbered legal title and ownership of the Equipment shall pass to Lessor. Lessee shall have no
<br />further interest therein. Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal
<br />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 Payment or any other amount due
<br />hereunder 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.
<br />This Section is only applicable to the extent it does not affect the validity of this Agreement.
<br />Section 12.5 No Remedv Exclusive. Each of the rights and remedies under this Agreement and each Lease is cumulative and may be
<br />enforced separately or concurrently. No course of dealing or conduct between Lessor and Lessee shall be effective to amend, modify or
<br />change any provisions of this Agreement or any Lease. No failure or delay by Lessor to insist upon the strict performance of any term,
<br />covenant or agreement of the Agreement or any Lease, or to exercise any right, power or remedy consequent upon a breach thereof, shall
<br />constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude Lessor from exercising any such right,
<br />power or remedy at any later time or times.
<br />ARTICLE XIII. MISCELLANEOUS PROVISIONS
<br />Section 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. Severabilitv. 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 parties with respect to the
<br />subject matter hereof and supersedes all prior and contemporaneous writings, understandings, agreements, solicitation documents and
<br />representations, express or implied. This Agreement may be amended or modified only by written documents duly authorized, executed
<br />and delivered by Lessor and Lessee.
<br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1
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