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to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable
<br />attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to,
<br />(a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease,
<br />possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise
<br />disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its
<br />covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the
<br />Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or
<br />judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement.
<br />Section 7 5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any loss, theft,
<br />damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and
<br />from time to time during regulaz business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair
<br />("Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with
<br />equipment having substantially similaz Specifications and of equal or greater value to the Damaged Equipment immediately prior to the
<br />time of the loss occurrence, such replacement equipment to be subject to Lessor's approval, whereupon such replacement equipment shall
<br />be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable
<br />Prepayment Price of the Damaged Equipment detemmined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of
<br />which course of action it will take within fifteen (15) days after the loss occurrence. If, within forty-five (45) days of the loss occurrence,
<br />(a) Lessee fails to notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the
<br />Damaged Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may,
<br />at its sole discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net
<br />Proceeds of insurance with respect to the Damaged Equipment shall be made avaIlable by Lessor to be applied to dischazge Lessee'
<br />obligation under this Section.
<br />ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE
<br />Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and
<br />shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain
<br />the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition
<br />including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such
<br />replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the
<br />Equipment and as such, shall be subject to the temms of this Agreement.
<br />Section 8.2. Taxes. Lessee shall pay all taxes and other charges which aze assessed or levied against the Equipment, the Rental Payments
<br />or any part thereof, or which become due during the Lease Temm, whether assessed against Lessee or Lessor, except as expressly limited by
<br />this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
<br />Equipment, and all special assessments and chazges lawfully made by any governmental body that may be secured by a lien on the
<br />Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit,
<br />capital stock, gross receipts, corporate, or other similaz tax payable by Lessor, its successors or assigns, unless such tax is made as a
<br />substitute for any tax, assessment or charge which is the obligation of Lessee under this Section.
<br />Section 83. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such
<br />failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate
<br />of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment.
<br />ARTICLE IX. TITLE
<br />Section 9.1. Title. During the Lease Temm, ownership and legal title of all Equipment and all replacements, substitutions, repairs and
<br />modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own
<br />the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not
<br />been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment. and has no control over the
<br />Lessee or the Lessee's operation, use, storage or maintenance of the Equipment.
<br />Section 9.2. Security Interest. Lessee hereby grants to Lessor a continuing, fast priority security interest in and to the Equipment, all
<br />repairs, replacements, substitutions and modifications thereto and all proceeds thereof and in the Escrow Account (if any) in order to secure
<br />Lessee's payment of all Rental Payments and the performance of all other obligations. Lessee hereby authorizes Lessor to prepare and file
<br />such financing statements and other such documents to establish and maintain Lessor's valid first lien and perfected security interest.
<br />Lessee will join with Lessor in executing such documents and will perform such acts as Lessor may request to establish and maintain
<br />Lessor's valid fast lien and perfected security interest. If requested by Lessor, Lessee shall obtain a landlord and/or mortgagee's consent
<br />and waiver with respect to the Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment, and maintain such
<br />mazkings during the Lease Terry to cleazly disclose Lessor's security interest in the Equipment. Upon termination of a Lease through
<br />exercise of Lessee's option to prepay pursuant to Article V or through payment by Lessee of al] Rental Payments and other amounts due
<br />with respect to an Equipment Group, Lessor's security interest in such Equipment Group shall terminate, and Lessor shall execute and
<br />deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor's security interest in such
<br />Equipment Group.
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