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Agreement #ZO02306005
<br />private sale, and apply the net proceeds thereof to the amounts owed to Lessor hereunder. Any proceeds of any sale or rent of such
<br />Equipment in excess of the amounts owed to Lessor hereunder shall be retained by Lessor. Lessee agrees that with respect to any notice of
<br />a sale required by law to be given, ten (10) days' notice shall constitute reasonable notice. Upon payment of all past due Rent and the
<br />Stipulated Loss Value together with interest at the rate of 1.5% per month (or such lesser rate as is the maximum rate allowable under
<br />applicable law) from the date declared due until paid, Lessor will transfer to Lessee all of Lessor's interest in the Equipment for which such
<br />Rent and Stipulated Loss Value has been paid, which transfer shall be on an "AS IS, WHERE IS" basis, without any warranty, express or
<br />implied, from Lessor, other than the absence of any liens or claims by or through Lessor. With respect to any exercise by Lessor of its right
<br />to recover and/or dispose of any Equipment, Lessee acknowledges and agrees as follows: (1) Lessor shall have no obligation, subject to the
<br />requirements of commercial reasonableness, to clean-up or otherwise prepare the Equipment for disposition, (2) Lessor may comply with
<br />any applicable state or Federal law requirements in connection with any disposition of the Equipment, and any actions taken in connection
<br />therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (3) Lessor may convey
<br />the Equipment on an "AS IS, WHERE IS" basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim
<br />any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment, and no such conveyance
<br />or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any
<br />such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in
<br />equity or by statute or otherwise and may be enforced concurrently or separately from time to time.
<br />19. TRUE LEASE; SECURITY INTEREST. LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES OTHERWISE
<br />GRANTED TO LESSEE BY UCC §§2A-508 THROUGH 2A-522 AS DEEMED APPLICABLE. If and to the extent that this Master
<br />Agreement is deemed a security agreement, Lessee hereby grants to Lessor, its successors and assigns, a security interest in all of Lessee's
<br />rights under and interest in the Equipment, all additions to the Equipment, and all proceeds of the foregoing. Such security interest secures
<br />all obligations owing by Lessee to Lessor. Lessee authorizes Lessor and any assignee of all or any portion of Lessor's interest in the Master
<br />Agreement ("Assignee") to file UCC financing statements disclosing Lessor's or Assignee's interest in the Equipment and in any
<br />"Additional Collateral" set forth in any Schedule. Lessee shall provide Lessor with at least forty-five (45) days' prior written notice of any
<br />change to Lessee's principal place of business, organization or incorporation.
<br />20. ASSIGNMENT. Lessee shall not transfer, sublease, or assign any of its rights or obligations under the Master Agreement or any
<br />schedule.
<br />21. TERMINATION. The Lessor may terminate this Agreement or any Schedule with thirty (30) days' prior written notice, if the Lessee
<br />fails to meet its obligations under this Agreement or any Schedule, such as failure to make payments when due. The thirty (30) day period
<br />following the written notice shall serve as cure period and if such failure of Lessee to meet its obligations is not cured during this time, then
<br />this Agreement or any applicable Schedule shall be immediately terminated pursuant to Sections 4 and 5 of this Agreement.
<br />22. NOTICES. All notices required or permitted to be given under this Master Agreement shall be in writing and shall be deemed to have
<br />been duly given if delivered personally or mailed via certified mail or a nationally recognized overnight courier service to the respective
<br />addresses set forth on Exhibit D hereto (or such other address or fax number as either party shall so notify the other).
<br />23. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. This Master Agreement and each Schedule shall be governed by the
<br />internal laws (as opposed to conflicts of law provisions) of the Commonwealth of Massachusetts. Lessor and Lessee consent to the
<br />jurisdiction of any local, state or Federal court located within the Commonwealth of Massachusetts and waive any objection relating to
<br />improper venue or forum non-conveniens to the conduct of any proceeding in any such court. Lessee and lessor hereby expressly waive its
<br />right to a jury trial with respect to any action in connection with this Master Agreement.
<br />24. CREDIT REVIEW AND ASSURANCES. Lessee consents to credit reviews by Lessor. Lessee agrees to promptly execute and deliver
<br />to Lessor such further documents and take such further action as Lessor may reasonably request in order to carry out the intent and purpose
<br />of this Master Agreement more effectively. Without limiting the generality of the foregoing, Lessee agrees (i) to furnish to Lessor from
<br />time to time, its certified financial statements, officer's certificates and appropriate resolutions, opinions of counsel and such other
<br />information and documents as Lessor may reasonably request, and (ii) to execute and timely deliver to Lessor any documents that Lessor
<br />deems reasonably necessary under applicable law to perfect or protect Lessor's security interest in the Equipment or to evidence Lessor's
<br />ownership interest therein as the case may be; provided, however, that Lessee authorizes Lessor to file any such financing statement or any
<br />amendment or continuation thereof or other document without Lessee's authentication to the extent permitted by applicable law; provided,
<br />however, Lessor agrees to file a release or termination of any such financing statement within thirty (30) days after the end of the total term
<br />for such Equipment. It is also agreed that Lessor or Lessor's agent may, and is hereby authorized to, file as a financing statement, any rent
<br />document (or copy thereof, where permitted by law) that Lessor deems appropriate to perfect or protect Lessor's security interest in the
<br />Equipment or to evidence Lessor's ownership interest therein, at Lessor's cost and expense; provided, however, Lessor agrees to file a
<br />release or termination with respect to such financing statement or rent document within thirty (30) days after the end of the total term for
<br />such Equipment.
<br />25. ENTIRE AGREEMENT; AMENDMENTS. This Master Agreement and all attachments including all Schedules together constitute
<br />the entire agreement between Lessor and Lessee relating to the leasing of the Equipment, and supersedes all prior agreements relating
<br />thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.
<br />26. NO WAIVER. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof,
<br />shall not constitute consent or waiver of any other breach of the same or any other provision hereof.
<br />27.INVALIDITY. If any provision of this Master Agreement shall be prohibited by or invalid under law, such provision shall be ineffective
<br />only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
<br />Master Agreement and any such Schedule.
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