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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,
<br />subject to Lessor's security interest therein and all of Lessor's other rights under such Lease including, without limitation,
<br />Sections 6, 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
<br />interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee
<br />agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest,
<br />including, without 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
<br />and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions
<br />(direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all
<br />present and future 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
<br />Equipment in good condition and working order and supply and install all replacement parts or other devices when
<br />required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall
<br />automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal
<br />course of its operations and only for the purposes for which it was designed in accordance with the manufacturer's
<br />warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is
<br />customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party
<br />reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee
<br />will not make any alterations, additions or improvements ("Improvements") to any Equipment without Lessor's prior
<br />written consent unless the Improvements may be readily removed without damage to the operation, value or utility of
<br />such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall
<br />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
<br />base will not be changed from, the Location without Lessor's prior written consent which will not be unreasonably
<br />withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours
<br />to inspect the 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.
<br />Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee's
<br />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
<br />Lessor therefor. "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges
<br />that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including,
<br />without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes,
<br />and (b) interest, penalties or fines on any ofthe 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
<br />from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall relieve Lessee from the
<br />obligation to make any Rent Payments or to perform any other obligation under any Lease. Proceeds of any insurance
<br />recovery will be applied to Lessee's obligations under this Section 13.
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<br />13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and
<br />Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
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<br />MLD 002 (4/98)
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