|
<br /> 8. TITLE; SECURITY INTEREST.
<br /> 8.1 Upon Lessee's acceptance of any Equipment under its 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, 20
<br /> and 21 hereof.
<br /> 8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in
<br /> any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute
<br /> and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation,
<br /> uniform commercial code (UCC) financing statements and any amendments thereto.
<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.
<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.
<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 aJl 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 and
<br /> 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 for
<br /> any E_quipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements ("Improvements")
<br /> to any Equipment without Lessor's prior written consent unless the Improvements may be readily removed without damage to
<br /> the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the
<br /> applicable Lease shall automatically become part of the Equipment.
<br /> 11. LOCA TIONi. 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.
<br /> 12. LIENS, SUBLEASES AND TAXES.
<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.
<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 obligation,
<br /> to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor.
<br /> "Taxes" means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the
<br /> net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use,
<br /> excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on
<br /> any of the foregoing.
<br /> 13. RISK OF LOSS.
<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 any
<br /> 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.
<br /> 13.2 If a Casualty Loss occurs to any Equipment, Lessee shaJl immediately notify Lessor of the same and Lessee
<br /> shaJl, unless otherwise directed by Lessor, immediately repair the same.
<br /> 13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"),
<br /> MLD 01 (4/26/96)
<br /> I
<br />
|