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SAMPLE
<br />appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its
<br />assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or
<br />similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is
<br />filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default
<br />under any other Lease or under any other financing agreement executed at any time with Lessor.
<br />20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more
<br />of the following remedies:
<br />(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then
<br />currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal
<br />year in effect when the default occurs together with interest on such amounts at the highest lawful rate
<br />from the date of Lessor's demand for such payment.
<br />(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth
<br />in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter
<br />upon the premises where any Equipment is located and repossess such Equipment without demand or
<br />notice, without any court order or other process of law and without liability for any damage occasioned by
<br />such repossession;
<br />(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or
<br />more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain
<br />the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of
<br />any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this
<br />Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the
<br />applicable Schedule A-1;
<br />(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment;
<br />(e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor
<br />under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of
<br />Lessee's obligations under any Lease; and/or
<br />(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs
<br />and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of
<br />Lessor's actions under this section, including, without limitation, any attorney fees and expenses and any
<br />costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any
<br />Equipment.
<br />None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
<br />available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any
<br />other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall
<br />operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise
<br />of any remedy preclude any other exercise thereof or the exercise of any other remedy.
<br />21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any
<br />termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any
<br />Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment
<br />shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole
<br />expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to
<br />Lessor (all in accordance with applicable industry standards) at any location in the continental United
<br />States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee
<br />(reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good
<br />operating order and maintenance as required by the applicable Lease, shall be free and clear of any
<br />Liens (except Lessor's Lien) and shall comply with all applicable laws and regulations. Until Equipment is
<br />returned as required above, all terms of the applicable Lease shall remain in full force and effect
<br />including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee
<br />agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
<br />transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of
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