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Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of
<br />abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment
<br />or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless
<br />and until Lessee shall have received a notice of assignment, disclosing the name and address of each such
<br />assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow
<br />agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the
<br />agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency
<br />agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of
<br />all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations,
<br />proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or
<br />by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested.
<br />After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in
<br />any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in
<br />the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's
<br />Assignee hereunder.
<br />16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of
<br />any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as
<br />it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such
<br />purpose, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform
<br />or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such
<br />failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor
<br />that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee
<br />pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv)
<br />proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or
<br />by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such
<br />proceedings.or.:appointments..shall.not.be vacated,.or.fully.stayed,...within.twenty.(20) days after.the.institution or
<br />occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the
<br />Equipment.
<br />17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default
<br />is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written
<br />notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during
<br />the fiscal period in effect when the default occurs to be immediately due and payable, whereupon the same shall
<br />become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that
<br />it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of
<br />Lessee's computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5
<br />hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate
<br />possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee,
<br />holding Lessee Iiable for all Lease Payments and other amounts due prior to the effective date of such selling,
<br />leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the
<br />purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee
<br />hereunder; (iv) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v)
<br />exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of
<br />the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms
<br />of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the
<br />Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease. All legal
<br />fees and other costs and expenses, including court costs, incurred by prevailing party with respect to the
<br />enforcement of any of the remedies listed above or any other remedy available to Lessor or Lessee, shall be the
<br />responsibility of the non -prevailing party.
<br />CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28,16
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