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<br />said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or
<br />Supplier or any representative of said parties shall not be binding upon Lessor.
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<br />8. TITLE; SECURITY INTEREST.
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<br />8.1 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee, subject
<br />to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation, Sections 6,
<br />20 and 21 hereof.
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<br />8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest
<br />in any and all nf the Equipment (now existing (1r hereafter acquired) and any and all proceeds thereof. Lessee ugrees to
<br />execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without
<br />limitation, UCC financing statements and any amendments thereto.
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<br />8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other amounts due and
<br />payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or
<br />indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future
<br />Leases.
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<br />9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or
<br />attached to real estate or any building thereon.
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<br />10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in
<br />good condition and working order and supply and install all replacement parts or other devices when required to so maintain
<br />the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the
<br />Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the
<br />purposes for which it was designed in accordance with the manufacturer's warranty requirements, and comply with all laws
<br />and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will
<br />furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service
<br />for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements
<br />("Improvements") to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed
<br />without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the
<br />termination of the applicable Lease shall automatically become part of the Equipment.
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<br />11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will
<br />not be changed from, the Location without Lessor's prior written consent which will not be unreasonably withheld. Upon
<br />reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the
<br />Equipment.
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<br />12. LIENS, SUBLEASES AND TAXES.
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<br />12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee
<br />shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's employees.
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<br />12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its
<br />ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other
<br />payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the
<br />obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor
<br />therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not
<br />based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation
<br />(a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest,
<br />penalties or fines on any of the foregoing.
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<br />13. RISK OF LOSS.
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<br />13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any
<br />reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make
<br />any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance recovery will be applied to
<br />Lessee's obligations under this Section 13.
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<br />MUN2LEAS.MAS
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