Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses
of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of
taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage,
auctioneers’ and attorneys’ fees) provided that the amount of Lessee’s liability under this subparagraph (b)
shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining
Rental Payments and other amounts payable by Lessee to the end of the then current Original Term or
Renewal Term;
(c) Lessor may provide written notice of the occurrence of an Event of Default to the escrow agent under
any related escrow agreement, and the escrow agent shall thereupon prom ptly remit to Lessor the entire
balance of the escrow fund established thereunder; and
(d) Lessor may take whatever other action at lawor in equity may appear necessary or desirable to enforce
its rights as the owner of the Equipment.
In addition, Lessee will remain liable for all covenants and indemnities under this Agreement and for all
le gal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the
enforcement of any of the remedies listed above or any other remedy available to Lessor.
Section 37. No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor isintended
to be exclusive and every such remedy will be cumulative and will be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default will impair any such right or power or will be
construed to be a waiver thereof, but any such right and power may be exercised from time to time and as
often asmay be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this
Agreement it willnot be necessary to give any notice, other than such notice as may be required in this
Agreement.
Section 38. Notices. All notices, certificates or other communications hereunder will be sufficiently
given and will be deemed given when delivered or mailed by re gistered mail, postage pre paid, to the parties
at the addresses immediately after the signatures to this Agreement (or at such other address as either
party hereto will designate in writing to the other for notices to such party), to any assignee at its address
as it appears on the register maintained by Lessee.
Section 39. Binding Effect. This Agreement willinure to the benefit of and will be binding upon Lessor
and Lessee and their respective successors and assigns.
Section 40. Severability. In the event any provision of this Agreement will be held invalid or
unenforceable by any court of competent jurisdiction, such holding will not invalidate or render
unenforceable any other provision hereof.
Section 41. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and
Lessee.
Section 42. Amendments. This Agreement may be amended, changed or modifiedin any manner by
written agreement of Lessor and Lessee. Any waiver of any provision of this Agreement or any right or
remedy hereunder must be affirmatively and expressly made in writing and will not be implied from
inaction, course of dealing or otherwise.
Section 43. Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts, each of which will be an original and all of which will constitute but one and the same
instrument.
Section 44. Captions. The captions or headingsin this Agreement are for convenience only andin no
way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
Section 45. Applicable Law. This Agreement will be governed by and construed in accordance with the
laws of the State of New Hampshire, and any claim or action based upon this Agreement, any duty to be
performed hereunder, or whichis in any way referable hereto shall be brought in the New Hampshire
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