**EXHIBIT 10.1**MASTER LEASE OF PERSONAL PROPERTYM&I Equipment Finance Company (“Lessor”) AndWinland Electronics, Inc. (“Lessee”)1950 Excel DriveMankato, MN 560015903June 28, 2006Master Lease #26308Dated June 28, 2006**Terms and Conditions of Master Lease of Personal Property**This Master Lease of Personal Property (the “Master Lease”) is effective as of the date listedabove, and is made and entered into by and between the Lessor and Lessee, both identified above. Ifmore than one party executes the Master Lease and any Lease as Lessee, each shall be jointly andseverally liable hereunder.**1. LEASE.**Lessor hereby leases to Lessee and Lessee hereby leases and rents from Lessor thepersonal property (together with all attachments, replacement parts, substitutions, additions,repairs and accessories incorporated therein, and/or affixed thereto, and proceeds thereof,referred to as “Equipment”) as set forth in each Equipment Lease executed pursuant to this MasterLease (each a “Lease”) incorporating by reference all of the terms and conditions of this MasterLease (the term “Master Lease” shall also include any riders or attachments to this Master Leaseentered into with respect to a Lease and all of the other documents and agreements executed inconnection herewith and therewith).**2. TERM OF LEASE**. This Master Lease is effective as of the date specified above and shall benon-cancelable so long as any Lease entered into pursuant to this Master Lease is continuing.Thereafter, this Master Lease may only be canceled by Lessor in its sole discretion. By enteringinto a Lease, Lessor leases the Equipment described therein to Lessee, and Lessee leases suchEquipment from Lessor, in each case, subject to the terms and conditions in this Master Lease andsuch Lease and all of the other documents and agreements executed in connection herewith andtherewith. Each Lease, incorporating the terms and conditions of this Master Lease, will constitutea separate lease. The “Commencement Date of Lease” with respect to each item of Equipment leasedunder a Lease shall commence on the date of execution of such Lease and continue until the totalnumber of “consecutive rental payments” as specified in the Lease, shall have been made.**3. RENTAL.**Lessee agrees to make all rental payments to the Lessor as specified in the applicableLease. Payment of said rental shall be made on the dates specified in the Lease at the office ofLessor, 250 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or to such other person, firm orcorporation at such other place as Lessor may from time to time designate in writing. Lessor andLessee acknowledge that the Payment Schedule specified on the Lease was based on the Equipmentbeing delivered and placed in service during the current calendar year specified in the Lease, andagree that the Payment Schedule specified in the Lease will be modified if all or a portion of theEquipment is not delivered or placed in service during the calendar year specified in the Lease. Insuch event, Lessor will prepare an amendment to the Lease modifying the original Payment Schedulespecified therein to maintain the economic yield that Lessor had anticipated at the signing of theLease. Lessee agrees to promptly execute and deliver such amendment to the Lease. In the event aportion, but not all, of the Equipment is delivered and placed in service during the calendar yearspecified in the Lease, Lessee agrees to execute and deliver a Modified Delivery and AcceptanceAgreement as to the portion of the Equipment delivered and placed in service.The Payment Amount on each Lease equals the Total Cost times the applicable Rental Factor (orFactors where there is more than one Payment Amount in a Payment Schedule). The number of PaymentAmounts and their timing is the Payment Schedule. The Payment Schedule will remain the sameprovided the Commencement Date of Lease (as defined in the Lease) is within 2 business days of theSwap Rate Date. If the Commencement Date of Lease occurs after this time, the Rental Factor will beadjusted for every basis point change in the Swap Rate from the date on the Lease to theCommencement Date of Lease. Lessor may adjust a Lease’s Payment Amount if there is a differencebetween the Swap Rate listed on the Lease and the half-term LIBOR Swap Rate as published by theUnited States Federal Reserve Board on that Lease’s Commencement Date of Lease. For a 10 basispoint movement in the LIBOR swap rate, Lessor may adjust the Rental Factor(s) by the Rental FactorChange Rate set forth on the Lease. Lessor may then multiply the adjusted Rental Factor(s) by theTotal Cost to arrive at the adjusted Payment Schedule.**4. FINANCE LEASE.**Lessor will, subject to the terms of the applicable Lease and this Master Lease,purchase the Equipment as set forth in the “Equipment Location and Description” section of theLease, and simultaneously lease such Equipment to Lessee. Lessor and Lessee agree that each Leaseincorporating by reference the terms of this Master Lease is a “finance lease” within the meaningof Article 2A of the Uniform version of the Uniform Commercial Code (U.C.C.). Lessee acknowledgesreceipt of a copy of the contract evidencing Lessor’s purchase of the Equipment.**5. SELECTION OF EQUIPMENT — NO WARRANTIES BY LESSOR AS TO MERCHANTABILITY OR FITNESS.**LESSEEACKNOWLEDGES THAT IT HAS SELECTED THE TYPE, QUANTITY AND SUPPLIER OF THE EQUIPMENT THAT IT HASREQUESTED LESSOR TO PURCHASE FOR LEASING TO LESSEE. LESSEE AGREES THAT THE EQUIPMENT AND EACH PARTOR UNIT THEREOF IS OF A DESIGN, SIZE, QUALITY AND CAPACITY REQUIRED BY LESSEE AND IS SUITABLE FORITS PURPOSES. LESSEE FURTHER AGREES THAT LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE ANYREPRESENTATION, WARRANTY
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OR COVENANT, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; ANDLESSOR DOES HEREBY SPECIFICALLY DISCLAIM ANY WARRANTY EXPRESS OR IMPLIED OF MERCHANTABILITY ORFITNESS, OR WITH RESPECT TO THE CONDITION, QUALITY, DURABILITY, CAPABILITY OR SUITABILITY OFEQUIPMENT OR AGAINST ANY PATENT OR LATENT DEFECTS THEREIN OR THE ABSENCE OF INFRINGEMENT UPON ANYPATENTS, COPYRIGHTS, TRADEMARKS, LICENSES, OR OTHER INTELLECTUAL PROPERTY RIGHTS. LESSEESPECIFICALLY WAIVES ANY CLAIM AGAINST LESSOR FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE, OR EXPENSE OFANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR THE INADEQUACY THEREOF FOR ANYPURPOSE OR FOR ANY DEFICIENCY OR DEFECT THEREIN, OR FOR ANY REPAIRS, SERVICING OR ADJUSTMENTSTHERETO, OR ANY LOSS OF BUSINESS, CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGE WHATSOEVER OR HOWSOEVERCAUSED. LESSEE FURTHER AGREES TO ACCEPT DELIVERY OF THE EQUIPMENT AND THAT THE VALIDITY OF THISMASTER LEASE AND ANY RELATED LEASE SHALL NOT BE AFFECTED BY ANY DELAY IN SHIPMENT BY THE SUPPLIER.NO DEFECT OF THE EQUIPMENT SHALL RELIEVE LESSEE OF THE OBLIGATION TO PAY RENT OR THE PERFORMANCE OFOTHER TERMS OF THIS MASTER LEASE AND ANY RELATED LEASE. LESSEE HEREBY AUTHORIZES LESSOR TO ADD TOTHE LEASE THE SERIAL NUMBER OF EACH ITEM OF EQUIPMENT DELIVERED, THE DATE OF SHIPMENT AND OTHERMATERIAL INFORMATION. LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON IT AGAINSTLESSOR BY SECTIONS 508 THROUGH AND INCLUDING 522 OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ORCOMPARABLE PROVISIONS OF APPLICABLE LAW.**6. LEASE DEPOSIT.**Lessor acknowledges that Lessee has paid with the execution of the Lease the sumspecified under “Lease Deposit” in the Lease, to be held by Lessor as a lease deposit and not as anadvance rental payment. If Lessee, at the expiration of a Lease or any renewal or extensionthereof, shall not be in default under that Lease or this Master Lease or under any other lease orcontract in effect between the parties, and shall have paid to Lessor all amounts due to Lessorspecified in the Lease, and shall have returned to Lessor the Equipment in the condition providedin Paragraph 10 hereof, or made such other disposition thereof as may be directed by Lessor, Lessorshall thereupon refund to Lessee the lease deposit without interest. In the event, however, of anydefault at any time in any of the terms, provisions and conditions hereof or any other lease orcontract between the parties, or should Lessee fail to return the Equipment in the condition and atthe time required under Paragraph 10, Lessor may, but shall not be obligated to, apply the leasedeposit to cure such default, in which event Lessee shall promptly restore the lease deposit to thefull amount specified in the Lease. Lessor shall also have the right and privilege at itsdiscretion to apply the lease deposit or any portion thereof to any other lease(s) and/orcontract(s) outstanding between Lessor and Lessee to cure a default in such lease(s) and/orcontract(s) or to apply to any deficiency arising out of such other Lease(s) and/or contract(s).**7. LOCATION AND RIGHT OF INSPECTION.**The Equipment at all times shall be located at the address ofLessee specified in the Lease or such other place as shall be mutually agreed upon between Lessorand Lessee. Lessor shall at any and all times during business hours have the right to enter intoand upon the premises where the Equipment may be located for the purpose of inspecting the same orobserving its use. Lessee shall not move the Equipment from the location specified in the Lease,except with the prior written consent of Lessor. Lessee shall promptly advise Lessor of anycircumstances which may in any manner affect any item of Equipment or in any manner affect Lessor’stitle thereto.**8. TITLE AND USE.**Title to all of the Equipment shall at all times be solely in Lessor or itsassignee, and Lessee shall have no interest or claims thereto or therein except as provided in theLease and herein. Lessee shall, however, unless default shall occur as hereinafter provided, havethe right to possession of said Equipment and the quiet enjoyment thereof. Lessee shall at alltimes use the Equipment in a careful and proper manner and shall comply with all laws, ordinancesand regulations in any manner relating to the possession, use or maintenance of the Equipment, andshall if directed by Lessor affix to the Equipment in a prominent place and maintain thereon anylabels, plates or other identifying markings indicating that the Equipment is the property ofLessor. Lessee will not sublet, mortgage, pledge, sell or otherwise encumber or dispose of theEquipment or its interest therein. Lessee shall keep the Equipment free from any and all liens andclaims, and shall not do or permit anything whereby Lessor’s title or rights may be encumbered orimpaired. If Lessee has made a deposit to the Equipment supplier, Lessee agrees that upon refund ofthose funds from Lessor that Lessee shall have no interest in the Equipment other than thoseinterests provided elsewhere herein and that title to the Equipment will pass directly from thevendor to Lessor.**9. OPERATION OF EQUIPMENT.**Lessee will use the Equipment only in the normal course of its businessand only for the purposes for which the Equipment was designed. Lessee assumes all risks andliability for the Equipment and for the use, possession, operation, maintenance, storage andcondition thereof, and for injuries or death resulting to persons and damage resulting to propertyarising from or incident to such use, operation, possession, maintenance, storage and condition,whether such injuries, death or damage be to agents or employees of lessee or their property, or tothird parties or their property. Lessee will save and hold Lessor harmless from all losses,damages, claims, penalties, liabilities and expenses, including attorney’s fees, of whatsoevernature arising or incurred because of or incident to the use, possession, operation, maintenance,storage and condition of the Equipment.**10. RETURN OF EQUIPMENT.**Upon expiration and/or termination of each Lease, Lessee shall at itsexpense, immediately return the Equipment to Lessor at such place as Lessor may designate in thesame condition and appearance as when received by Lessee (reasonable wear and tear from proper useexcepted) and in good working order for the original intended purpose of the Equipment. TheEquipment shall be de-installed, disassembled and crated by an authorized manufacturer’srepresentative or such other service person as is satisfactory to Lessor. Until Lessee has fullycomplied with the requirements in this section, Lessee’s rent payment obligation and all otherobligations under the Lease and this Master Lease shall continue from month to monthnotwithstanding any expiration or termination of the lease term specified in the Lease.
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**11. REPAIRS AND ALTERATIONS.**Lessor shall not be obligated to service the Equipment or make anyrepairs or replacements. Lessee shall not incur for Lessor’s account or liability any expense forservice, repairs, or replacements without Lessor’s prior written consent. Lesee shall maintain theEquipment so as to meet or exceed the Equipment manufacturer’s recommended maintenance schedule.Lessee shall also effect and bear the expense of all necessary repairs, maintenance, operation andreplacements required to be made to maintain the Equipment in good condition, normal wear and tearexcepted. Any addition, improvements and replacements shall become the property of Lessor and shallbe deemed to be a part of the leased Equipment.**12. INSURANCE.**For each Lease, Lessee shall (a) keep the Equipment insured against all risks ofloss or damage from every cause whatsoever for not less than the full replacement value thereof, asdetermined by Lessor; (b) maintain public liability and property insurance, in an amount determinedby Lessor, but in which the limits of public liability shall not be less than Two Million Dollars($2,000,000) per person and Two Million Dollars ($2,000,000) per accident and in which the propertydamage liability shall not be less than Two Million Dollars ($2,000,000), unless other limits areagreed to in the Lease, protecting and indemnifying Lessor against any injury to person or anydamage to property arising by reason of the use, operation or maintenance of the Equipment; and (c)if requested by Lessor, maintain such other insurance, including products liability insurance insuch an amount as shall be required by Lessor, and maintain in full force and effect at all timesworker’s compensation insurance which shall cover any and all claims for injury to any worker,employee, or agent of Lessee arising out of use, operation or maintenance of the Equipment. Allsuch insurance shall be in form and amount and with companies approved by Lessor, and shall nameLessor and any assignee as lender’s loss payee and additional insured. Lessee shall pay thepremiums therefore and deliver the policies, or evidence thereof, to Lessor. Each insurer shallagree, by endorsement upon the policy or policies issued by it or by independent instrumentfurnished to Lessor, that it will give Lessor thirty (30) days’ written notice before the policy inquestion shall be altered or cancelled. As to Lessor’s interest in such insurance, no act oromission of Lessee or any of its officers, agents, employees or representatives shall affect theobligations of the insurer to pay the full amount of any loss. The proceeds of insurance shall, atthe option of Lessor, be applied (a) toward the replacement, restoration or repair of the Lease’sEquipment, or (b) toward payment of the obligations of Lessee under such Lease. Lessee herebyappoints Lessor as Lessee’s attorney-in-fact to make claim for, receive payment of, and execute andendorse all documents, checks or drafts for loss or damage or returned or unearned premiums underany insurance policy. In case of failure of Lessee to procure or maintain insurance as hereinspecified, Lessor shall have the right, but shall not be obligated, to effect such insurance, andin such event, the cost thereof shall be repayable to Lessor with the next installment of rent dueunder the Lease, and failure to repay the same shall carry with it the same consequence, includingthe late charge and interest provided in Paragraph 20 hereof.**13. TAXES.**Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances andshall promptly pay or reimburse Lessor for all license fees, registration fees, assessments,charges and taxes (municipal, state and federal), including personal property taxes and any sales,use, or other transactional tax which may now or hereafter be imposed in connection with the MasterLease, any related Lease, possession or use of the Equipment, and including any penalties,interest, or delinquency charges accruing by reason of Lessee’s nonpayment. In addition, Lesseeshall pay all expenses including legal fees where, with Lessee’s consent, the validity or amount ofany tax or assessment shall be challenged.**14. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR.**In the event Lessee shall fail to promptlyperform any of its obligations under any provision of the Lease and this Master Lease, Lessor may,at its option, perform the same for the account of Lessee without thereby waiving such default, andany amount paid or expense (including reasonable attorneys’ fees), penalty or other liabilityincurred by Lessor in such performance, together with interest at the rate of eighteen percent(18%) per annum thereon until paid by Lessee to Lessor, shall be payable by Lessee upon demand asadditional rent for the Equipment.**15. LOSS AND DAMAGE.**Lessee shall bear the entire risk of loss, theft, damage or destruction of theEquipment from any cause whatsoever; and no loss, theft, damage or destruction of the Equipmentshall relieve Lessee of the obligation to pay rent or of any other obligation under this MasterLease. In the event of damage to any item of Equipment, Lessee shall immediately place the same ingood repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damagedbeyond repair, Lessee, at the option of Lessor, will: (a) replace the same with like equipment ingood repair, or (b) pay Lessor in cash all of the following: (i) all amounts then owed by Lessee toLessor under the Lease, (ii) an amount equal to thirty percent (30%) of the actual cost of saiditem, (iii) the unpaid balance of the total rent for the initial term of the Lease attributable tosaid item, less any proceeds of insurance thereon received by Lessor, and (iv) any license fees,registration fees, assessments, charges and taxes (municipal, state and federal), includingpersonal property taxes and any sales, use, or other transactional tax, and including anypenalties, interest, or delinquency charges, that have accrued, will be assessed, or are otherwisedue and owing in connection with the Lease, possession or use of the Equipment. Upon Lessor’sreceipt of such payment, Lessee shall be entitled to whatever interest Lessor may have in saiditem, in its then condition and location, without warranties, express or implied. The partieshereto agree that the sum of the amount numbered (ii) and (iii) will equal the fair value of saiditem on the date of such loss, theft, damage or destruction.**16. DEFAULT.**An event of default shall occur if: (i) Lessee fails to pay any rent or other amountprovided in the Lease within ten (10) days after the same is due and payable, or (ii) Lessee failsto perform any other provision hereof within ten (10) days after notice thereof from Lessor, or(iii) Lessee dies or ceases to exist, or (iv) Lessee is adjudicated a bankrupt, suspends business,becomes insolvent, makes an assignment for the benefit of creditors or enters into or petitions fora creditor’s arrangement, or (v) an attachment be levied or a lien be filed against any of Lessee’sproperty or against equipment or a receiver be appointed for any of Lessee’s property, or (vi)Lessee fails to use the Equipment strictly in compliance with all municipal, state and federalregulatory agency requirements, or (vii) any guarantor of the Lease and/or this Master Leasedefaults on any obligation to Lessor or any of the above-listed events of default occur withrespect to any guarantor or any such guarantor dies or ceases to exist or files or has filedagainst it a petition under bankruptcy law, or (viii) Lessee attempts to remove, sell, transfer,encumber or sublet the Equipment or any item thereof, (ix) any default or event of default underany note, borrowing or agreement to which Lessee is a party, now existing or hereafter enteredinto, including those between Lessee and M&I Marshall and Ilsley Bank or its subsidiaries; (x) anyrepresentation or statement made by
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Lessee in connection with this Master Lease and any Lease is false or misleading in any materialrespect; or (xi) Lessee breaches any warranty contained herein, including, but not limited to, thewarranty ser forth in Section 27. Upon the occurrence of an event of default, Lessor, at itsoption, may: (a) declare all sums due and to become due under the Lease immediately due andpayable; (b) sue for and recover all rents and other amounts then accrued, due and owing, orthereafter accruing under the Lease, including Lessor’s estimated residual value of the Equipmentif such Equipment has not been returned to Lessor, and including all taxes and other chargesdescribed in Paragraph 13 of this Master Lease; (c) take possession of the Equipment and for thepurpose thereof, enter the premises on which the Equipment is located without notice, court orderor other process of law (damages occasioned by such taking are expressly waived by Lessee), andthereupon Lessee’s right to possession and use of the Equipment shall terminate, but Lessee shallbe and remain liable for the total rent for the term as set forth in the Lease; (d) sell or leaseany or all items of Equipment at public or private sale for cash or on credit or, if leased, tosuch persons and upon such terms as Lessor shall elect, and recover from Lessee all costs of takingpossession, storing, repairing and selling or leasing the Equipment, together with an amount equalto ten percent (10%) of the actual cost to Lessor of the items of Equipment sold or leased and theunpaid balance of the total rent for the initial term of this Master Lease specified in the Leaseand attributable to the items of Equipment sold or leased less the net proceeds of such sale or thetotal rent under the Lease; (e) terminate the Lease as to any or all items of Equipment specifiedtherein; (f) terminate any other Lease as to any or all items of Equipment specified therein andrecover from Lessee as to each item subject to such termination the value at the time of suchtermination of the excess, if any, of the amount of rent reserved in the Lease and/or any otherLease for said item(s) for the balance of the term specified in the Lease or such other Lease(s)hereof over the then reasonable rental value of said item(s) for the same period(s) of time. Noright or remedy conferred upon or reserved to Lessor by this Master Lease shall be exclusive of anyother right or remedy herein or by law provided; all rights and remedies conferred upon Lessor bythis Master Lease or by law shall be cumulative and in addition to every other right or remedyavailable to Lessor. In the event of any default on the part of Lessee, Lessee shall pay inaddition to any late payment charges that maybe due under Paragraph 20 hereof all costs, expensesand disbursements incurred by Lessor in exercising its rights or remedies hereunder or enforcingany of the provisions or terms hereof, including attorneys’ fees and court costs. In the eventLessor shall elect to sue for and recover all rents and other amounts then due or thereafteraccruing under the Lease or any extension hereof, such accelerated rental shall be discounted at anannual rate of two percent (2%) or such other discount rate as specified in the Lease.**17. NO ASSIGNMENT BY LESSEE.**Without the prior written consent of Lessor, Lessee shall not (a)assign, transfer, pledge or hypothecate the Lease, this Master Lease, the Equipment or any partthereof, or any interest therein, or (b) sublet or rent the Equipment or any part thereof or permitthe Equipment or any part thereof to be used by anyone other than Lessee or Lessee’s employees.Consent to any of the foregoing prohibited acts applies only in the given instance and is not aconsent to any subsequent like act by Lessee or any other person. The conditions hereof shall bindany permitted successors and assigns of Lessee.**18. LESSOR’S ASSIGNMENT.**Lessee acknowledges and agrees that Lessor may assign or sell all or partof the Lease and this Master Lease to a bank, other financial institution, or any other person, andthat such assignee or buyer shall be entitled to all of the benefits of the Lease and this MasterLease including all credit and financial information that Lessee shall have theretofore orthereafter submitted to Lessor. In connection therewith, Lessee agrees: (a) to recognize any suchassignment upon receipt of written notice thereof; (b) to accept the directions, demands orconsents of such assignee in place of those of Lessor; (c) to pay all rent under the Lease asdirected by such assignee; (d) not to terminate the Lease or the Master Lease; and (e) not to setup against such assignee any defenses, setoffs, or counterclaims which it may have against Lessorin regard to the payment of rent hereunder.**19. PERSONAL PROPERTY.**The Equipment is, and shall at all times be and remain, personal propertynotwithstanding that the Equipment or any part thereof may now be, or hereafter become, in anymanner affixed or attached to, or imbedded in, or permanently resting upon, real property or anybuilding thereon, or attached in any manner to what is permanent by means of cement, plaster,nails, bolts, screws or otherwise.**20. LATE PAYMENT.**Should Lessee fail to pay any part of the rent or any other sum required to bepaid by Lessee to Lessor under the Lease and this Master Lease within 10 days after the due datethereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date thereofuntil paid at the rate of 18% per annum, which Lessee acknowledges is a reasonable charge to coverLessor’s expenses therewith.**21. OFFSET.**Lessee hereby waives any and all existing and future claims and offsets against anyrent or other payments due under the Lease and this Master Lease, and agrees to promptly pay therent and other amounts due under the Lease and this Master Lease regardless of any offset or claimwhich maybe asserted by Lessee or on its behalf. Lessee further acknowledges that neither themanufacturer nor vendor of the leased Equipment, including their agents and employees, were or arethe agent or under the supervision of the Lessor, nor was or is the Lessor in any manner the agentof the manufacturer or vendor.**22. NON-WAIVER.**Time is of the essence. Lessor’s failure at any time to require strict performanceby Lessee of any of the provisions of the Lease and this Master Lease shall not waive or diminishLessor’s right thereafter to demand strict compliance therewith or with any other provision of theLease and this Master Lease. Waiver of any default shall not waive any other default. No remedy ofLessor hereunder shall be exclusive of any other remedy herein or by law provided, but each shallbe cumulative and in addition to every other remedy. No covenant or condition of this Master Leasemay be waived except by the written consent of Lessor.**23. NO ABATEMENT IN RENT.**Each Lease is irrevocable for the full term hereof and until theaggregate rentals provided for in the Lease have been paid by Lessee. Rent shall not abate duringthe term specified in the Lease because Lessee’s right to possession of the Equipment hasterminated, because the Equipment has been repossessed, or for any other reason.
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**24. NOTICES.**Service of all notices under this Master Lease shall be sufficient if given personallyor mailed to the party involved at its respective address herein set forth or at such addressspecified in the Lease, or at such address as may be provided in writing from time to time. Anynotice mailed to such address shall be effective when deposited in the United States mail, dulyaddressed and with postage prepaid.**25. OTHER DOCUMENTS.**Should Lessee be domiciled or reside in a state which has adopted the UniformCommercial Code (“Code”) or if the Equipment shall be located in such state, and if at any timethis transaction shall be construed to be a security transaction, the Lease and this Master Leaseshall be deemed to be the security agreement, Lessor shall be the secured party herein and Lesseethe debtor. Lessee hereby authorizes Lessor to file financing Statements describing the Equipment,and amendments to such financing statements, under the Code in all places where necessary toperfect Lessor’s interest in the Equipment; provided, however, that nothing herein, nor theexecution of any financing statement, shall constitute an acknowledgment that this transaction issubject to the Code.**26. SUCCESSORS.**The Lease and this Master Lease shall be binding upon and inure to the benefit ofthe heirs, administrators, successors and assigns of the parties hereto.**27. STATEMENTS.**Lessor may require at any reasonable time, and Lessee agrees to promptly furnish,statements setting forth the financial condition and operations of Lessee. Lessee warrants that allfinancial statements, including but not limited to interim statements, delivered to Lessor havebeen prepared in accordance with generally accepted accounting principles, are accuraterepresentations of the matters contained therein and that there have been no material adversechanges in Lessee’s financial condition since the date of the applicable financial statement.**28. VEHICLES.**If any item of Equipment is a motor vehicle, Lessee shall (a) permit only licenseddrivers to operate same who shall be employees of Lessee or any permitted sublessee; (b) use thevehicle for its own needs and not for hire; (c) do nothing which shall increase or suspendinsurance coverage thereon; and (d) assume sole responsibility for the payment of wages,unemployment and worker’s compensation insurance and social security requirements of suchemployees.**29. DEFAULT — WHERE ADDITIONAL MASTER LEASES OR LEASES.**If Lessee fails to pay any rent or otheramount due under any other lease, contract or Lease, whether heretofore or hereafter entered into,within ten (10) days after the same is due and payable, or if any other event of default occursunder any other lease, contract or Lease, it shall constitute a default under all leases, contractsor Leases including the Lease and this Lease. If the Lease, this Master Lease or any other lease,contract or Lease heretofore or hereafter entered into between Lessor and Lessee shall bedetermined to be a security transaction, or if Lessee shall default resulting in liquidation,resale or re-leasing of the leased equipment, then and in such event Lessor shall be deemed to haveas of the date hereof and is granted a security interest in all of the leased equipment describedin all Leases, contracts and/or leases then outstanding between Lessor and Lessee, and the proceedsfrom any such liquidation, resale or releasing shall be applied by Lessor to the aggregate total ofobligations due and to become due to it plus its charges, expenses and reasonable attorneys’ fees.**30. CHANGE IN OWNERSHIP.**The entire indebtedness under the Lease and this Master Lease shall becomeimmediately due and payable in full at the option of Lessor, without notice, upon a transfer, saleor conveyance of more than 49% of the common or other voting stock of or other ownership interestin Lessee or any Guarantor.**31. COUNTERPARTS AND ELECTRONIC SIGNATURE AND STORAGE.**The Lease and this Master Lease and alldocuments related thereto each may be executed in any number of counterparts and by facsimile,electronic or digital signature, each of which shall be deemed an original, and all of whichtogether shall be deemed one and the same instrument. Lessor and Lessee acknowledge and agree that:(a) the Lease and this Master Lease and all documents and information related thereto may bereproduced and stored in any electronic format, and the originals so reproduced destroyed; and (b)any such electronic copy shall be deemed an original, shall be admissible in any court or otherproceeding, and shall be enforceable against the parties thereto, whether or not the original is inexistence and whether or not such reproduction was made or preserved by Lessor in the regularcourse of business.**32. MISCELLANEOUS.**a. A provision of the Lease and/or this Master Lease which is prohibited or unenforceable in anyjurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction.b. The Lease and this Master Lease shall be governed by and construed in accordance with the lawsof the State of Wisconsin. In the event of any ambiguity or conflict as between the terms of thisMaster Lease or the Lease, the terms of the Lease shall control.c. The Lessor may enforce any claim arising out of any Lease and this Master Lease in any state orfederal court having subject matter jurisdiction for or located in Milwaukee County, Wisconsin. Forthe purpose of any action or proceeding instituted with respect to any such claim, the Lesseehereby irrevocably submits to the jurisdiction of such courts. The Lessee irrevocably consents tothe service of process out of said courts by mailing a copy thereof, by registered mail, postageprepaid, to the Lessee and agrees that such service, to the fullest extent permitted by law (a)shall be deemed in every respect effective service of process upon it in any such suit, action orproceeding, and (b) shall be taken and held to be valid personal service upon personal delivery toit. Nothing herein contained shall affect the right of the Lessor to serve process in any othermanner permitted by law or preclude the Lessor from bringing an action or proceeding in respecthereof in any other country, state or place having jurisdiction over such action. The Lessee herebyirrevocably waives, to the fullest extent permitted by law, any objection which it may now or
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hereafter have to the laying of the venue of any such suit, action or proceeding brought in anystate or federal court located in or for Milwaukee County, Wisconsin and any claim that any suchsuit, action or proceeding brought in such a court has been brought in an inconvenient forum.d. LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OFACTIONS BASED UPON OR ARISING OUT OF ANY LEASE AND THIS MASTER LEASE, ANY OF THE RELATED DOCUMENTS,ANY DEALINGS BETWEEN LESSEE AND LESSOR RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANYRELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR.THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL EMCOMPANSSING OF ANY AND ALL DISPUTES THAT MAY BYFILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR INWRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TOTHIS MASTER LEASE, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THISTRANSACTION OR ANY RELATED TRANSACTION. ANY LEASE AND THIS MASTER LEASE MAY BE FILED AS A WRITTENCONSENT TO A TRIAL BY THE COURT.e. This Master Lease and any Lease and Addendums thereto constitute the entire agreement of theparties with respect to the subject matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENTOR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS SHALL BE VALID UNLESS IN WRITING AND SIGNED BYAN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.**This contract is subject to all terms and conditions contained in the Master Lease of PersonalProperty document which Lessee acknowledges having read.**   This Lease shall not be binding upon