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certificates of title and other instruments in form satisfactory to LESSOR necessary or appropriate to evidence such security interest, and
<br /> authorizes LESSOR to file such financing statements without LESSEE's signature.
<br /> 1. Default and Remedies.
<br /> 11.1 Any one or more of the following shall constitute an Event of Default hereunder: (i) failure by LESSEE to make any rental or other
<br /> payment required hereunder when due;(ii)failure by LESSEE to maintain the insurance required hereunder;(iii)failure by LESSEE to
<br /> observe or perform any term,condition,covenant or agreement contained herein,other than those referred to in(i)and(ii)hereof,if such
<br /> failure shall continue for fifteen (15) days after the giving of notice thereof by LESSOR; (iv) institution of a proceeding in
<br /> reorganization,bankruptcy or insolvency by or against LESSEE or any of its property or the application for or content to by LESSEE of
<br /> any assignment for creditors or other reorganization or creditor agreement,either with or without court action.
<br /> 11.2 If an Event of Default occurs, LESSOR may: (i)proceed by appropriate court action or actions, either at law or in equity, to enforce
<br /> performance by LESSEE of the applicable covenants and teams of this Agreement or to recover damages for the breach of such
<br /> covenants and terms;(ii)by notice in writing,terminate this agreement as to all or any Equipment leased hereunder,whereupon all right
<br /> and interest of LESSEE to or in the use of said Equipment shall absolutely cease and terminate. Upon such temunation,LESSEE shall
<br /> deliver the Equipment to LESSOR at a place designated by LESSOR,and without relieving LESSEE of such obligation,LESSOR may
<br /> directly or by its agents enter upon the premises of LESSEE or other premises where any of said Equipment may be located and take
<br /> possession thereof and thenceforth hold,possess and enjoy or sell,lease or otherwise dispose of the same free of any right or LESSEE or
<br /> its successors or assigns,including any receiver or trustee in bankruptcy. LESSOR shall have the right to retain all prior rental payments
<br /> and any security deposit made hereunder and to recover from LESSEE(a)the total of the unpaid monthly rental payments remaining to
<br /> be paid;plus(b)any other amounts owed under this Agreement;plus(c)reasonable attorney's fees and expenses incurred in enforcing
<br /> this Agreement; less (d)either (x)the wholesale market value of each item of Equipment returned to LESSOR, as determined by an
<br /> independent appraiser reasonably selected by LESSOR or(y)if LESSOR has sold Equipment,the net proceeds received by LESSOR for
<br /> that Equipment in place of the appraised value after deducting expenses of sale, repossession, and of holding and preparing the
<br /> Equipment for sale,including attorney's fees;(iii)the rights and remedies provided for in this Agreement shall not be deemed exclusive,
<br /> but shall be cumulative and shall be in addition to all other remedies in LESSOR's favor existing at law or in equity.
<br /> 12. Return of Equipment.
<br /> 12.1 Upon expiration or termination of the lease term, LESSEE shall return the Equipment to LESSOR, at LESSEE's expense, to such
<br /> location as may be specified by LESSOR in the same condition as when received,ordinary wear and tear excepted. LESSEE shall pay
<br /> to LESSOR,on demand,any expenses incurred by LESSOR in restoring the Equipment to the condition required by this Section. In the .
<br /> event LESSEE fails to return any Equipment,it shall pay LESSOR,on demand,an amount equal to the percentage that the non-returned
<br /> Equipment's Monthly Rental Factor is to all Monthly Rental Factors in the appropriate Lease Supplement,times the total Purchase Price
<br /> set forth in the Purchase Option in the appropriate Lease Supplement.
<br /> 12.2 LESSOR,or its designee,shall have the right(but not the obligation)to inspect the Equipment at any time during the term. If LESSOR
<br /> determines that LESSEE has failed to perform its obligations, as set forth in this Section, LESSOR shall have the right(but not the
<br /> obligation)to perform the maintenance or repairs, and LESSEE shall pay to LESSOR on demand an amount equal to the cost of any
<br /> such maintenance or repairs.
<br /> 13. Purchase Option. Provided that LESSEE has fully complied with all the terms and conditions of this Agreement and all Supplements and is
<br /> not then in default thereunder and so long as the applicable Supplement provides a purchase option,LESSEE shall have the option to purchase
<br /> Equipment leased hereunder according to the terms of the applicable Supplement upon expiration of the applicable term. This option must be
<br /> exercised by written notice to LESSOR not earlier than 120 days and not later than Thirty (30) days prior to the end of the term for such
<br /> Equipment. Upon receipt of the purchase price which shall be due at the end of the applicable lease term, LESSOR shall transfer title to the
<br /> Equipment to LESSEE on an AS-IS,WHERE-IS basis with no representations or warranties of any kind whatsoever,including but not limited
<br /> to implied warranties of merchantability or fitness for a particular purpose.
<br /> 14. Income Taxes. For all Equipment leased hereunder, LESSOR shall claim,for purposes of determining its Federal,State and local income tax
<br /> liabilities, all of the tax benefits available to an owner of property, including but not limited to the maximum amount of accelerated cost
<br /> recovery deduction allowed by the Internal Revenue Code,as amended.
<br /> 15. Finance Lease. LESSOR or LESSEE agree that each lease subject to this Agreement shall be a "fmance lease" as that term is defined in
<br /> Section 2.1-103(l)(g)of the Uniform Commercial Code,as enacted in Indiana,and that LESSOR shall be treated as a finance lessor,entitled to
<br /> the benefits and releases from liability accorded to a finance lessor tinder the Uniform Commercial Code.
<br /> 16. Miscellaneous.
<br /> 16.1 Either LESSOR or LESSEE may terminate this Agreement with respect to the renting of additional Equipment immediately upon written
<br /> notice to the other party. After such termination,the obligations of both parties with respect to Equipment already leased shall continue
<br /> in full force and effect in accordance with the terms of this Agreement and the Supplements,notwithstanding termination.
<br /> 16.2 LESSEE shall not assign,mortgage,or encumber this Agreement nor sublease or permit any Equipment to be used by others without the
<br /> prior written consent of LESSOR. LESSOR shall have the absolute right to assign its rights and obligations under this Agreement and
<br /> under all or any of the Supplements at any time without LESSEE's consent.
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