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is self- insured with respect to equipment such as the Equipment, Lessee shall maintain an actuarially sound self - insurance program
<br />in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to Lessor.
<br />10. TAXES, MAINTENANCE AND INSPECTION. The parties to this Agreement contemplate that the Equipment will be used for a
<br />governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all taxes presently assessed
<br />and levied with respect to personal property. Nevertheless, if the use, possession or acquisition of the Equipment is determined to
<br />be subject to taxation, Lessee shall pay when due all taxes and governmental charges assessed or levied against or with respect to
<br />the Equipment. Lessee agrees to use, operate and maintain the Equipment in accordance with all laws, regulations and ordinances
<br />and in accordance with the provision of any policies of insurance covering the Equipment, and shall not rent the same or permit the
<br />same to be used by anyone other than Lessee or Lessee's employees. Lessee agrees to keep the Equipment in good repair,
<br />working order and condition (ordinary wear and tear excepted) and house the same in suitable shelter, and to permit Lessor or its
<br />assigns to inspect the Equipment at any time and to otherwise protect its interests therein. If any Equipment is customarily covered
<br />by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to
<br />Lessor. No maintenance or other service for the Equipment will be provided by Lessor. Without the prior written consent of Lessor,
<br />Lessee shall not make any alterations, modifications or attachments to the Equipment that cannot be removed without materially
<br />damaging the functional capabilities or economic value of the Equipment. In the event the Equipment is returned to Lessor, the
<br />Lessee, at its sole cost and expense, and at the request of Lessor, will remove all alterations, modifications and attachments, and
<br />repair the Equipment as necessary to return the Equipment to the condition in which it was furnished, ordinary wear and tear and
<br />permitted modifications excepted. All replacement parts shall be free and dear of liens of others, and shall become part of the
<br />Equipment and subject to the terms hereof.
<br />11. LATE PAYMENTS AND PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR. If (a) any Payment other than a
<br />Lease Payment is not paid when due or (b) Lessee fails to perform any of its obligations hereunder and Lessor performs the same
<br />for the account of Lessee and incurs expenses, costs, penalties or liabilities in so doing ( "Reimbursable Expenses "), Lessee shall
<br />pay interest on such Payment from the date due and, with respect to the Reimbursable Expenses, from the date incurred, in each
<br />case until paid, at the rate of eighteen (18 %) percent per annum (or, at such rate is in excess of the maximum rate permitted by law,
<br />the maximum rate permitted by law).
<br />12. DEFAULT. The following shall constitute an event of default under this Agreement, and the terms "Event of Default" and
<br />"default' shall include, whenever they are used in this Agreement, the following: (a) subject to Paragraph 4 hereof, failure by Lessee
<br />to pay any lease Payment or any other Payment required to be paid when due and such failure continues for ten (10) days after the
<br />due date thereof, (b) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed
<br />by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor, (c) the discovery by
<br />Lessor that any statement, representation or warranty made by Lessee in this Agreement or any writing ever delivered by Lessee
<br />pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect, (d) any determination by the
<br />United States Internal Revenue Service that the portion of the Payments constituting "interest" is includible in the gross income of
<br />Lessor for Federal income tax purposes, or (e) the filing of a petition in bankruptcy by or against Lessee, or failure of Lessee
<br />promptly to lift any execution, garnishment, or attachment of such consequences as would impair the ability of Lessee to carry on its
<br />governmental functions, or assignment by Lessee for the benefit of creditors, or the entry by Lessee into agreement of composition
<br />with creditors, or the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or
<br />liquidation of Lessee.
<br />13. REMEDIES. Whenever any Event of Default shall have occurred, Lessor shall have the right, at its option and without any
<br />further demand or notice, to take one or any combination of the following remedial steps: (a) Lessor, may declare all Lease
<br />Payments due or to become due during the fiscal year in which the Event of Default occurs to be immediately due and payable by
<br />Lessee; (b) Lessor may repossess any or all of the Equipment by giving Lessee written notice to deliver the Equipment to Lessor in
<br />the manner provided in Paragraph 18, or in the event Lessee fails to do so within ten (10) days after receipt of such notice, and
<br />subject to all applicable laws, Lessor may enter upon Lessee's premises where the Equipment is kept and take possession of the
<br />Equipment and charge Lessee for costs incurred in repossessing the Equipment, including reasonable attomeys' fees. Lessee
<br />hereby expressly waives any damages occasioned by such repossession. Notwithstanding the fact that Lessor has taken
<br />possession of the Equipment, Lessee shall continue to be responsible for the Lease Payments due during the fiscal year then in
<br />effect; (c) if Lessor terminates this Agreement and takes possession and disposes of the Equipment or any portion thereof, Lessor
<br />shall apply the proceeds of any such disposition to pay the following items in the following order (i) all costs (including, but not
<br />limited to, attomeys' fees) incurred in securing possession of the Equipment; (ii) all expenses incurred in completing the disposition
<br />of the Equipment; (iii) any sales or transfer taxes; (iv) all costs and expenses incurred by Lessor to return the Equipment to the
<br />condition required by Paragraph 18 hereof; and (v) all Payments whether due or due in the future hereunder. Any disposition
<br />proceeds remaining after these disbursements have been made shall be paid to Lessee. In addition, Lessor may exercise any other
<br />right, remedy or privilege that may be available to Lessor under applicable Law or, by appropriate court action at law or in equity.
<br />Lessor may enforce any of Lessee's obligations hereunder. Lessor's rights and remedies are cumulative and may be exercised
<br />concurrently or separately. No such right or remedy is exclusive of any other right or remedy permitted by this Agreement or by law
<br />or in equity.
<br />14. NOTICES. For the purpose of this Agreement any notices required to be given, shall be given to the parties hereto in writing
<br />and by certified mail at the address herein set forth, or to such other addresses as each party may substitute by notice to the other,
<br />which notice shall be effective upon its receipt.
<br />15. DELIVERY; TITLE. Lessee has advised Lessor of its desire to lease the Equipment, the cost of the Equipment, the expected
<br />delivery date and the desired lease terms for the Equipment. Lessee shall order such Equipment and shall cause such Equipment
<br />to be delivered pursuant to Lessee's directions. Lessor shall have no liability to Lessee, or to any other person for transportation,
<br />delivery or installation of the Equipment. Lessee shall bear the risk of loss with respect to any Equipment. Notwithstanding the
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