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<br />Independent Counsel, by nonpayment of any such items the interest of Lessor in the Equipment will be materially endangered or
<br />the Equipment or any part thereof will be subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes,
<br />assessments, utility or other charges or provide Lessor with full with full security against any loss which may result from
<br />nonpayment, in form satisfactory to Lessor,
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<br />Section 7.4. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may, but shall
<br />not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and Lessee
<br />shall be obligated to repay all such advances on demand, with interest at the rate of 18% per annum or the maximum rate permitted
<br />by law, whichever is less, from the date of the advance to the date of repayuent.
<br />ARTICLE VIII
<br />TITLE
<br />Section 8.1. Title. During the Term of this Lease, and so long as Lessee is not in default under Article XII, legal
<br />t;tle to the Equipment and any and all repairs, replacements, substitutions and modifications to it shall be in Lessee, Upon
<br />~mination of this Lease for any of the reasons specified in Section 4.5, Clauses (a) or (c), full and unencumbered legal title
<br />the Equipment shall pass to Lessor, and Lessee shall have no further interest therein. In either of such events, Lessee shall
<br />execute and deliver to Lessor such documents as Lessor may request to evidence the passage of legal title to the Equipment to
<br />Lessor and the termination of Lessee's interest therein, and upon request by Lessor shall deliver possession of the Equipment
<br />to Lessor in accordance with Section 12.3. Upon termination of this Lease for any of the reasons specified in Section 4.5,
<br />Clauses (b) and (d), Lessor's security or other interest in the Equipment shall terninate, and Lessor shall execute and deliver
<br />to lessee such documents as Lessee may request to evidence the termination of Lessor's security or other interest in the
<br />Equipment.
<br />Section 8.2. Security Interest. Lessor shall have and retain a security interest under the Uniform Commercial Code
<br />in the Equipment, the proceeds thereof and all repairs, replacements, substitutions and modifications thereto or thereof made
<br />pursuant to Section 8.5, in order to secure Lessee's payment of all Rental Payments due during the Term of this Lease and the
<br />performance of all other Obligations herein to be performed by Lessee. Lessee will join with Lessor in executing such financing
<br />statements or other documents and will perform such acts as Lessor may request to establish and maintain a valid security
<br />interest in the equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment with appropriate lettering,
<br />labels or tags, and maintain such markings during the Term of this Lease, so as clearly to disclose Lessor's security interest
<br />in the Equipment.
<br />Section 8.3. Liens. During the Term of this Lease, Lessee shall not, directly or indirectly, create, incur, assume,
<br />or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Equipment, other that the
<br />respective rights of Lessor and Lessee as herein provided and Permitted Encumbrances. Except as expressly provided in Section
<br />7.3 and this Article, Lessee shall prompt I y, at its own expense, take such action as may be necessary duly to discharge or remove
<br />any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. Lessee shall reimburse Lessor
<br />for any expenses incurred by Lessor in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or
<br />claim.
<br />Section 8.4. Installation of Lessee's EquipJent. Lessee may at any time and from time to time, in its sole discretion
<br />d at its own expense, install other items of equipment in or UpOR the Equipment, which times shall be identified by tags or
<br />her symbols affixed thereto as property of Lessee, All such times so identified shall remain the sole property of Lessee,
<br />which Lessor shall have no interest, and may be modified or removed by Lessee at any time provided that Lessee shall repair
<br />and restore any and all damage to the Equipment resulting from the installation, modification or removal of any such items.
<br />Nothing in this Lease shall prevent Lessee from purchasing items to be installed pursuant to this Section under a conditional
<br />sale or lease with option to purchase contract, or subject to a vendor's lien or security agreellent, as security for the unpaid
<br />portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Equipment.
<br />Section 8.5. Modification of E~plent. Lessee shall, at its own expense, have the right to make repairs to the
<br />Equipment, and to make repairs, replacements, substitutions and modifications to all or any of the parts thereof. All such work
<br />and any part or component used or installed to make a repair or as a replacement, substitution or modificatio.n, shall thereafter
<br />comprise part of the Equipment and be subject to the provisions of this Lease, Such work shall not in any way damage the
<br />Equipment or cause it to be used for purposes other than those authorized under the provisions of State and Federal Law or those
<br />contemplated by this Leasej and the Equipment, upon completion of any such work shall be of a value which is not less than the
<br />value of the Equipment immediately prior to the commencement of such work. AIly property for which a replacement or substitution
<br />is made pursuant to this Section may be disposed of by Lessee in such manner and on such terms as are determined by Lessee.
<br />Lessee will not permit any mechanic's or other lien to be established or remain against the Equipment for labor or materials
<br />furnished in connection with any repair, replacement, substitution or modification made by Lessee pursuant to this Section;
<br />provided that if any such lien is established and Lessee shall first notify Lessor of Lessee's intention to do so, Lessee may
<br />in good faith contest any lien filed or established against the Equipment, and in such event may permit the items so contested
<br />to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless Lessor shall notify
<br />Lessee that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of Lessor in the Equipment will
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