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parts and accessories were otherwise in good working order and repair), and which shall be deemed to be incorporated immediately into
<br />and to constitute an integral portion of the Equipment and, as such, shall be subject to the terms of this Agreement. If the Equipment is
<br />such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement with a party
<br />satisfactory to Lessor. Lessee shall not use any item of Equipment to haul, convey, store, treat, transport or dispose of any "hazardous
<br />substances" or "hazardous waste" as such terms are defined in any the Environmental Laws. Lessee agrees that if Lessee is required to
<br />deliver any item of Equipment to Lessor or its agent, the Equipment shall be delivered free of any substances which are regulated by or
<br />form a basis for liability under any Environmental Law. Lessee shall comply with all licenses and copyright requirements of any
<br />software used in connection with the Equipment.
<br />Section 12. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any other modifications, additions
<br />or improvements to the Equipment unless such modifications are Permitted Modifications or are required by applicable law or
<br />Manufacturer requirements. Lessee also grants Lessor a right of first refusal as to the lease of any Permitted Modifications. If requested
<br />by Lessor, Lessee shall remove all Permitted Modifications upon return of the Equipment without damage to the Equipment and so as
<br />to cause the Equipment to comply with all applicable laws and with all Manufacturer requirements then in effect. All Permitted
<br />Modifications and any other accessories attached to the Equipment not so removed upon return of the Equipment shall be deemed the
<br />sole property of Lessor.
<br />Section 13. LOCATION AND INSPECTION. The Equipment will not be removed from, or if the Equipment consists of rolling
<br />stock, its permanent base will not be changed from the Equipment Location without Lessor's prior written consent, which will not be
<br />unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere at all reasonable times to inspect the
<br />Equipment or observe its use and operation, and Lessor and its agents shall have such rights of access to the Equipment as may be
<br />reasonably necessary to cause the proper maintenance of the Equipment in the event of failure by Lessee to perform its obligations
<br />hereunder. Notwithstanding its designation as Lessor, during the applicable Lease Term, equitable title to the Equipment is
<br />vested with Lessee along with beneficial enjoyment, possession, and use of the Equipment, all subject to Lessor's rights set forth
<br />in this Agreement (including, without limitation, Section 5 hereof), and Lessor is merely financing the acquisition thereof for
<br />Lessee. Lessor does not operate, control or have possession of the Equipment and has no control over Lessee or Lessee's
<br />operation, use, storage or maintenance of the Equipment.
<br />Section 14. LIENS AND TAXES. At its expense, Lessee shall keep the Equipment free and clear of all Liens except those created
<br />under this Agreement. Lessee shall reimburse Lessor for any expenses incurred by Lessor to discharge or remove any Lien. The parties
<br />hereto contemplate that the Equipment, the Leases and the Lease Payments will be exempt from all Taxes presently assessed and levied
<br />with respect thereto. In the event that any Equipment, or its ownership, leasing, rental, sale, purchase, possession or use, or any Lease,
<br />or any Lease Payments or any other payments due under any Lease is found to be subject to taxation in any form, Lessee shall pay when
<br />due, all such Taxes which may now or hereafter be imposed or assessed, provided that with respect to special assessments or
<br />governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such
<br />installments as are required to be paid during the Lease Term as and when the same become due. Notwithstanding this obligation,
<br />Lessee shall not be required to pay Taxes on or measured by the income of Lessor, its successors or assigns, unless such Tax is made in
<br />lieu of or as a substitute for any Tax which is an obligation of Lessee under this Section 14. If Lessee fails to pay any such Taxes when
<br />due, Lessor shall have the right, but shall not be obligated, to pay said Taxes, and should Lessor choose to exercise this right, Lessee
<br />shall reimburse Lessor in the amount of such Taxes paid by Lessor, plus interest at the Default Interest Rate.
<br />Section 15. RISK OF LOSS.
<br />15.1 Lessee hereby assumes the entire risk of loss and damage to the Equipment from every cause whatsoever
<br />(notwithstanding the existence of any insurance on the Equipment in favor of Lessor) and no loss of or damage to any Equipment shall
<br />relieve Lessee from the obligation to make any Lease Payments or to perform any other obligation under any Lease. If any unit of
<br />Equipment is damaged, Lessee shall place such Equipment in good repair and working order to the satisfaction of Lessor. If Lessor, in
<br />its sole discretion, determines that an Event of Loss has occurred, then Lessee shall (at Lessor's option): (a) at Lessee's expense, replace
<br />the same with equipment in good repair, having substantially similar specifications, and of equal or greater value to the Equipment
<br />immediately prior to the Event of Loss, such replacement Equipment to be subject to Lessor's approval, whereupon the replacement
<br />Equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or
<br />(b) on the next Lease Payment date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under such Lease, including the Lease
<br />Payment due on such date; and (ii) an amount equal to the applicable Concluding Payment set forth in the related Schedule. In the event
<br />Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata
<br />amount of the Lease Payment and Concluding Payment to be made by Lessee with respect to the Equipment which has suffered the
<br />Event of Loss. If, prior to the termination of the Lease Term, permanent or temporary use of any part of the Equipment shall be taken
<br />under the exercise of the power of eminent domain, Lessee shall cause the net proceeds of any condemnation award to be applied (at
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