OR APPROVAL ON THE PART OF
LESSOR OF ANY BREACH OR DEFAULT UNDER THIS LEASE AGREEMENT OR, OF ANY PROVISION
OR CONDITION HEREOF, MUST BE IN WRITING AND SHALL BE EFFECTIVE ONLY TO THE
EXTENT IN SUCH WRITING SPECIFICALLY SET FORTH.
ALL REMEDIES, EITHER UNDER THIS
LEASE AGREEMENT OR BY LAW OR OTHERWISE AFFORDED TO LESSOR, SHALL BE CUMULATIVE
AND NOT EXCLUSIVE.
(C)
LESSEE AGREES TO REIMBURSE LESSOR ON DEMAND
FOR ANY AND ALL COSTS AND EXPENSES INCURRED BY LESSOR IN ENFORCING ITS RIGHTS
HEREUNDER, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS,
CONSULTANT FEES, APPRAISAL FEES, REMARKETING FEES, COSTS OF REPOSSESSION,
TRANSPORT, STORAGE, INSURING, RE-LEASING AND SELLING OF THE EQUIPMENT, TOGETHER
WITH THE OVERDUE FEE WITH RESPECT TO ALL SUCH AMOUNTS FROM LESSOR'S PAYMENT
THEREOF UNTIL ITS RECEIPT OF REIMBURSEMENT FROM LESSEE.
(D)
THE OBLIGATIONS OF LESSOR HEREUNDER SHALL BE
SUSPENDED TO THE EXTENT THAT IT IS HINDERED OR PREVENTED FROM COMPLYING
THEREWITH BECAUSE OF LABOR DISTURBANCES, INCLUDING STRIKES AND LOCKOUTS, ACTS OF
GOD, FIRES, STORMS, ACCIDENTS, OR ANY CAUSE WHATSOEVER NOT WITHIN THE SOLE
CONTROL OF LESSOR.
(E)
THIS LEASE AGREEMENT MAY NOT BE TERMINATED
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
THIS LEASE AGREEMENT MAY BE MODIFIED ONLY
BY A WRITTEN AGREEMENT DULY SIGNED BY PERSONS AUTHORIZED TO SIGN AGREEMENTS ON
BEHALF OF LESSOR AND LESSEE, AND ANY VARIANCE FROM THE TERMS AND CONDITIONS OF
THIS LEASE AGREEMENT IN ANY ORDER OR OTHER NOTIFICATION FORM LESSEE, WRITTEN OR
ORAL, SHALL BE OF NO EFFECT.
LESSEE ACKNOWLEDGES THAT IT HAS READ THIS LEASE
AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
FURTHER, LESSEE AGREES THAT THIS LEASE AGREEMENT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THIS LEASE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL
PROPOSALS OR PRIOR AGREEMENTS OR UNDERSTANDINGS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS LEASE
AGREEMENT.
22
(F)
THIS LEASE AGREEMENT AND THE COVENANTS
AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING UPON, AND INURE TO THE BENEFIT
OF, LESSOR AND ITS SUCCESSORS AND ASSIGNS AND LESSEE AND ITS SUCCESSORS AND
PERMITTED ASSIGNS.
(G)
THE HEADINGS OF THE SECTIONS HEREOF ARE FOR
CONVENIENCE OF REFERENCE ONLY, ARE NOT A PART OF THIS LEASE AGREEMENT AND SHALL
NOT BE DEEMED TO AFFECT THE MEANING OR CONSTRUCTION OF ANY OF THE PROVISIONS
HEREOF.
(H)
THIS LEASE AGREEMENT SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
LESSOR AND LESSEE HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF
THE CALIFORNIA STATE AND FEDERAL COURTS LOCATED IN CALIFORNIA, FOR ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THE OVERALL TRANSACTION EVIDENCED BY
THE LEASE DOCUMENTS, LESSOR AND LESSEE HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
CALIFORNIA STATE COURTS, OR TO THE EXTENT PERMITTED BY LAW, SUCH FEDERAL
COURTS.
LESSOR AND LESSEE HEREBY