OF DEFAULT,
LESSOR MAY, IN ITS SOLE DISCRETION, EXERCISE ONE OR MORE OF THE FOLLOWING
REMEDIES WITH RESPECT TO ANY OR ALL OF THE EQUIPMENT:
(I)
CAUSE LESSEE TO PROMPTLY RETURN, AT
LESSEE'S EXPENSE, ANY OR ALL EQUIPMENT TO SUCH LOCATION AS LESSOR MAY DESIGNATE
ANYWHERE IN THE CONTINENTAL UNITED STATES IN ACCORDANCE WITH THE TERMS OF
SECTION 19 OF THIS LEASE AGREEMENT, OR LESSOR, AT ITS OPTION, MAY ENTER UPON THE
PREMISES WHERE THE EQUIPMENT IS LOCATED AND TAKE IMMEDIATE POSSESSION OF THE
SAME BY SUMMARY PROCEEDINGS OR OTHERWISE, ALL WITHOUT LIABILITY TO LESSOR FOR OR
BY REASON OF DAMAGE TO PROPERTY OR SUCH ENTRY OR TAKING POSSESSION EXCEPT FOR
LESSOR'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) SELL ANY OR ALL EQUIPMENT
AT PUBLIC OR PRIVATE SALE OR OTHERWISE DISPOSE OF, HOLD, USE, OPERATE, LEASE TO
OTHERS OR KEEP IDLE THE EQUIPMENT, ALL AS LESSOR IN ITS SOLE DISCRETION MAY
DETERMINE AND ALL FREE AND CLEAR OF ANY RIGHTS OF LESSEE; (III) REMEDY SUCH
DEFAULT, INCLUDING MAKING REPAIRS OR MODIFICATIONS TO THE EQUIPMENT, FOR THE
ACCOUNT AND EXPENSE OF LESSEE, AND LESSEE AGREES PROMPTLY TO REIMBURSE LESSOR
FOR ALL OF LESSOR'S COSTS AND EXPENSES; (IV) BY WRITTEN NOTICE TO LESSEE,
TERMINATE THIS LEASE AGREEMENT, DECLARE IMMEDIATELY DUE AND PAYABLE AND RECOVER
FROM LESSEE, AS LIQUIDATED DAMAGES FOR LOSS OF LESSOR'S BARGAIN AND NOT AS A
PENALTY, AN AMOUNT EQUAL TO THE STIPULATED LOSS VALUE OF THE EQUIPMENT,
CALCULATED AS OF THE NEXT PRECEDING PAYMENT DATE; (V) IMMEDIATELY COLLECT ANY
AND ALL RENT AND OTHER AMOUNTS THEN DUE AND OWING TO LESSOR UNDER THIS LEASE
AGREEMENT, TOGETHER WITH THE OVERDUE FEE, IF APPLICABLE; AND (VI) EXERCISE ANY
OTHER RIGHT OR REMEDY WHICH MAY BE AVAILABLE TO LESSOR UNDER LAW, OR PROCEED BY
APPROPRIATE COURT ACTION TO ENFORCE THE TERMS HEREOF OR TO RECOVER DAMAGES FOR
THE BREACH HEREOF, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS. NOTICE
OF LESSOR'S INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, NOTICE OF
NONPAYMENT, PRESENTMENT, PROTEST, NOTICE OF DISHONOR, OR ANY OTHER NOTICE
WHATSOEVER ARE HEREBY WAIVED BY LESSEE AND ANY ENDORSER, GUARANTOR, SURETY OR
OTHER PARTY LIABLE IN ANY CAPACITY FOR ANY OF LESSEE'S OBLIGATIONS UNDER OR IN
RESPECT OF THIS LEASE AGREEMENT.
NO REMEDY REFERRED TO IN THIS SECTION 16 SHALL
BE EXCLUSIVE, BUT EACH SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER REMEDY
REFERRED TO ABOVE OR OTHERWISE AVAILABLE TO LESSOR AT LAW OR IN EQUITY.
TERMINATION UNDER THIS SECTION 16 SHALL NOT AFFECT THE LESSEE'S DUTY TO PERFORM
LESSEE'S OBLIGATIONS HEREUNDER TO LESSOR IN FULL.
Lessee agrees to reimburse Lessor on demand for any and all costs and expenses
incurred by Lessor in enforcing its rights and remedies hereunder following the
occurrence of an Event of Default, including, without limitation, reasonable
attorneys' fees, and the costs of repossession, storage, insuring, reletting,
selling and disposing of any and all Equipment.
17
The exercise or pursuit by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later