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receipt of written notice of Lessor's assignment of all or any part of its interest in the Lease, Lessee agrees to attorn to and
<br /> recognize
<br /> any such assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including without
<br /> limitation such Lease Payments , as are indicated in the notice of assignment, to such assignee . Lessee waives and will
<br /> not assert
<br /> against any assignee of Lessor any claims , counterclaims, claims in recoupment, abatement, reduction, defenses, or set-offs
<br /> for
<br /> breach of warranty or for any other reason which Lessee could assert against Lessor, except defenses which cannot be waived under
<br /> the Uniform Commercial Code .
<br /> 18. EVENT OF DEFAULT. The term " Event of Default, " as used herein, means the occurrence of any one or more of the
<br /> following events : ( i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the
<br />terns
<br /> of this Lease, and any such failure continues for ten ( 10) days after the due date thereof; (ii) Lessee fails to ' perform
<br />or observe any
<br /> other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (an
<br /> days after written notice thereof by Lessor; ( iii) the discovery by Lessor 20)
<br /> that any statement, representation, or warranty made by
<br /> Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith -was false, misleading,
<br /> or
<br /> erroneous in any material respect; (iv) Lessee becomes insolvent, or is unable to pay its debts as they become due,
<br /> or makes an
<br /> assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator
<br /> of
<br /> Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy, insolvency, reorganization
<br /> or similar
<br /> laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or similar laws is filed or instituted against
<br /> Lessee and is not dismissed or fully stayed within twenty (20) days after the filing or institution thereof; (v) Lessee fails to
<br /> make any
<br /> payment when due or fails to perform or observe any covenant, condition, or agreement to be performed by it under
<br /> any other
<br /> agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have
<br /> elapsed or been given ; or (vi) an attachment, levy or execution is threatened or levied upon or against the Equipment .
<br /> 19. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor may,
<br /> at its option, by written notice to Lessee, declare an amount equal to all amounts then due under the Lease, and all remaining
<br /> Lease
<br /> Payments due during the fiscal period of Lessee in which the default occurs to be immediately due and payable, whereupon the same
<br /> shall become immediately due and payable . Further, if an Event of Default shall have occurred, upon written request by Lessor,
<br /> Lessee shall within thirty (30) days cause the Equipment (together with all documents necessary to transfer legal and beneficial title
<br /> thereto to Lessor) to be delivered to Lessor in the condition required by Section 9 hereof at any location in the continental
<br /> United
<br /> States designated by Lessor. If Lessee fails or refuses to voluntarily transfer the Equipment to Lessor as herein provided, Lessor
<br /> shall have the right to obtain a judgment against Lessee for compensatory damages in the amount of the then applicable Concluding
<br /> Payment amount set forth in Exhibit B, plus interest thereon in accordance with Section 12 to the date of payment. If the Equipment
<br /> has been destroyed or damaged beyond repair, Lessee shall pay the applicable Concluding Payment amount set forth in Exhibit B to
<br /> Lessor. Following an Event of Default, or upon failure of Lessee to voluntarily comply with Section 5 hereof
<br /> following a
<br /> termination of the Lease pursuant to Section 6, Lessor shall have whatever rights and remedies are available at law against Lessee
<br />' s
<br /> legally available funds for compensatory damages and Lessor' s damages shall include, without limitation, all legal fees and
<br /> other
<br /> costs and expenses, including court costs, incurred by Lessor with respect to the enforcement hereof and the collection
<br /> of any
<br /> judgment; provided, however, that Lessor and Lessee agree that there is no intention to create under this Lease a right in
<br />Lessor to
<br /> dispossess Lessee involuntarily of the legal title to or the use of the Equipment. Lessor hereby irrevocably waives any
<br /> right to
<br /> specific performance of Lessee ' s covenant to transfer legal title to and return possession of the Equipment to Lessor.
<br /> If Lessor
<br /> terminates this Lease and receives possession of the Equipment, Lessor shall within sixty (60) days thereafter use its best efforts
<br /> to
<br /> sell the Equipment in a commercially reasonable manner at public or private sale and apply the proceeds of such sale
<br /> to pay the
<br /> following items in the following order: (a) all costs and expenses of receiving possession of the Equipment and completing the sale
<br /> thereof, (b) the applicable Concluding Payment amount, and (c) the balance of any Lease Payments owed by Lessee during the fiscal
<br /> period of Lessee then in effect. Any sale proceeds remaining after the requirements of clauses (a), (b) and (c) have been met shall
<br /> be
<br /> for the account of Lessee and shall be remitted to Lessee. If the proceeds of sale of the Equipment are not sufficient
<br /> to pay the
<br /> balance of any Lease Payments owed by Lessee during the fiscal period of Lessee then in effect, Lessor may pursue
<br /> such other
<br /> remedies as are available at law or in equity to collect the balance of such Lease Payments from Lessee ' s legally available
<br /> funds .
<br /> Lessor may sell the Equipment without giving any warranties as to the Equipment and may disclaim any warranties
<br /> of title,
<br /> possession, quiet enjoyment, or the like. This procedure will not be considered to adversely affect the commercial reasonableness of
<br /> any sale of the Equipment.
<br /> FLLease
<br /> Rev . July 1 , 2001
<br /> 02/02/05 4 : 14 PM
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