5833 AUTHORIZING AGREEMENT FOR LEASE OF DATA PROCESSING EQUIPMENT

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r � :.�10.' �'a�ent Infringement. � If notified Promptly in �vriting of any action brought or threatened against Customer based on a claim that � '� the machines infringe a United States patent, ITF.i,, or its ciesignee will defend suc}i action at its e�pense and will ', pay the costs ancl damares a��•arded in any� snch action, pro�-ided ITEL or such designee shall have s�le controt of the defense of any such action anc] all negotiations for its settlement or compromise. In the event that a fitial injunction . shall be obtained against Customer's use of the machines or any of their parts by reason of infringement of a ^ United States patent, or if in ITEL's apinion the machines are likely to become the subject of a claim of infringe- ment of a United States patent, ITEL wiil, at its option and at its expense, either procure for Customer the riaht to continue usin; such machines, replace or modify the same so they become non-infringing, or terminate the applicable �llachii�e Schedu!e as to such machines. IT�L shall not have any liability to Customer under any provision of tnis clause if any patent infrin�ement or claim thereof is based upon the use of the machines in combination �,vitli units or de��ices not furnishe�l by ITF_L or in a manner for which the.machines were not designed. The foregaing states the entire liability of ITEL with respect to infringement of patents by the machines or any part thereof or by their operation. � 11. Default; Remedies Upon Default. Should ITEL default in performance of any of its obligations under this Agreement for a period of ten (10) days after receipt b}� ITEL of notice thereof from Customer, Customer may at its oPtion terminate this Agreement or any 1�lachine SChedute subject hereto upon pa}�ment to ITLL in fu11 of all sums then due to ITEL hereunder and redeliverv of the machines to ITEL, and ITEL shall be tiable for reasonable damages as p��I 1 C•,.�tomcw cie�u�te�i� in h�ie pa�nEent of any sumto�mouey due her�undea t�e}onci the�tenth (lUth) o f �� iou c day after such sum ��:as due or (ii) in the performance of any other of its obligations under this Agreement for a y period of ten (10) clays after receipt by Customer of notice thereof from ITEI. or (iii) cease doing business as � a going concern, become insolvent, cornmit an act of bankruptcy while insolvent or become the subject of any y proceecling under the Sankrt�ptcy Act or attempt to remove or sell or transfer or encumber or sublet or Part with � possession of the machines, then in any such event ITEI. may at its option do any or all of the following: (1) o roceed b a io�riate court action either 2t law or in e uit to enforce t formance h Customer of the a licable � P Y PP" E , n Y Pe' Y PP terins and condi:ions of this Aarcement or any ?1lachine Schedule or to recover damages for the bi-each thereof; �° (2) terminate this Agreement or any 14Zachine Scliedule or rider subject hereto; (3) whether or not this Agreeme.it �� or any �iachine Scheciule or rider i� terminated, talce immediate possessioti of any or all of the machines, ��-herever � situate�i, and for suc}i purpose, enter upon any preynises without liability for• so doing; and (4) sell, dispose of, � a hold, use oi• lease an}� machine as I"I'EL in its sole discretion may decide, without any duty to accouiit to Customer. 3 Customer shall in anti event remain fully liable far reasonable damages as provided by law, and for all costs and � expenses incurreci by ITEI, on account of such default including all court costs and reasonable attorney's fces. r_ The �vaiver by ITEI_ of an�• breach oi any obligation of Customer provided for herein or in any il2achine Schedule � shall not be deemecl to be a �vaiver of sucl� obliaation or any subsequent breach of the same or any other obli�ation. � The subsequent acceptance of rental pa}•ments hereunder by I1'LL shall not be deemed to be a waiver of ai�y �rior °i, existi�Ig brezcl� by Customer of an}� of Customer's obliaations provided for herein or in any Machine Scliedule ¢ regardless of I"1'EI..'s Iciio�vledge of such prior e�:isting breach at the time of aceeptance of such rental pa}�ments. � The rights afforcled ITEL urider this paragraph shall not be deemed to be exclusive, but shall be in additian ta a in any ribhts or remedies provided by law. � a 22. Qiiiet Possession. • ITI�L cloes hereby� co��enant with Customer that Cuslorner shall quietly possess the machines subject to and in accorclance �vith the provisions hereof so long as Customer is not in c3efault hereunder. 13. Assignment. The tcrm� au�l ronclitions sct forth in this ��grceme�it shall be bindin� upon and inure to thc bencfit of the Parties he�eto and their resl�ecti��e successors ancl (to the exteut speci(ied in any assignment) assigns. C:ustomet•, ho��ct'er, sh;Jl not assi�;n an�• `,I:ichine Sc1�e�liile or sublet any machine nor ino�-e the machines from tlie location sho�vn in tlie \Ia�l�ine Scl�e:lule or Schecliiles. CustoE�ier acl;no�vleclges thal the tern;s and conditio��s of. tt�is A�rree- tnent h:i��:� 1�:��n fi�ccl in ai�ticitr.ition ui Ihe �>os�ible assi�mment of ITI�L's ribiits uncler any bl.ichine Sclicelule an�i in thr �n:�hines as cull.i`��ral securily to oue or ►nore tl�ird Parties (licreinafter calle<1 "Securecl Party") �vl�i�h ��ill rrl}' on nn�l Lc cntitl��l tu tl�c b�nclit c�l Custun�cr's ubli�t�tions uncicr tliis 11�rc�ntcttt. CttsLomcr siiall, upon re�luest rcco�;uirc iu �vritinb ;�ny st��h assi"nrricnt for sccvrity �vitliin tcn (10) <lays aftcr rcccipt of noticc il�crcof •3• Form.5. r.�uc:su Vt/72