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<br />132 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee
<br />shall, unless otherwise directed by Lessor, immediately repair the same.
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<br />13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost
<br />Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair,
<br />condition and working order free and clear of any Liens (except Lessor's Liens), in which event such replacement equipment
<br />shall automatically be Equipment under the applicable Lease, and deliver to Lessor true and complete copies of the invoice or
<br />bill of sale covering the replacement equipment; or (b) on earlier of 60 days after the Casualty Loss or the next scheduled Rent
<br />Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payments due on or
<br />accrued through such di3te plus (ii) an amount equal to t1e Termination Value as of the Rent Payment date (or if the Casualty
<br />Loss payment is due between Rent Payment dates, then as of the Rent Payment date preceding the date that the Casualty
<br />Loss payment is due) set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with
<br />respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent
<br />Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Payment Schedule.
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<br />13.4 To the extent not prohibited by State law, Lessee shall bear the risk of loss for, shall pay directly, and shall
<br />defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages
<br />or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or
<br />operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear
<br />the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or
<br />losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance
<br />with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
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<br />14. INSURANCE.
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<br />14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all Casualty Losses for an
<br />amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of
<br />any Equipment shall be payable to Lessor as loss payee. (b) Lessee at its sole expense shall at all times carry public liability
<br />and third party property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from
<br />liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such
<br />public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
<br />Lessee.
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<br />14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory
<br />evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that
<br />the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor's
<br />interests remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance
<br />maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor.
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<br />15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of
<br />Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease
<br />on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the
<br />Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by
<br />Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
<br />Equipment "AS-IS, WHERE-IS", without representation or warranty by Lessor, express or implied, except for a representation
<br />that such Equipment is free and clear of any Liens created by Lessor.
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<br />16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
<br />represents and warrants to Lessor that:
<br />
<br />(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations
<br />under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing
<br />body;
<br />
<br />(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation
<br />of Lessee, enforceable in accordance with its terms;
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<br />(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all
<br />applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and
<br />property acquisition laws) and all applicable judgments and court orders;
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<br />(d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or
<br />violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which
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