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manufacturer and will contact the manufacturer for a description of warranty rights. If the manufacturer has provided Lessor with a warranty, Lessor
<br />assigns its rights to such warranty to Lessee and Lessee may enforce all warranty rights directly against the manufacturer of the Equipment. Lessee
<br />agrees to settle any dispute regarding performance of the Equipment directly with the manufacturer of the Equipment.
<br />6. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located, Lessor shall have title to the
<br />Equipment, except as set forth in section 15.
<br />USE, MAINTENANCE AND REPAIR. Lessee will not move the Equipment from the Equipment Location without Lessor's advance written
<br />consent. Lessee will give Lessor reasonable access to the Equipment Location so that Lessor can check the Equipment's existence, condition and
<br />proper maintenance. Lessee will use the Equipment in the mariner for which it was intended, as required by all applicable manuals and instructions,
<br />and keep it eligible for any manufacturer's certification and/or standard full service maintenance contract. At Lessee's own cost and expense, Lessee
<br />will keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. Lessee will not make any permanent
<br />alterations to the Equipment.
<br />S. TAXES. Lessee agrees to pay Lessor, when invoiced, all taxes (including any sales, use and personal property taxes), fines, interest and penalties
<br />relating to this Lease and the Equipment (excluding taxes based on Lessor's net income). Lessee agrees to file any required personal property tax
<br />returns and, if Lessor asks, Lessee will provide Lessor with proof of payment. Lessor does not have to contest any tax assessments.
<br />9. INDEMNITY. Lessor is not responsible for any injuries, damages, penalties, claims or losses, inducing legal expenses, incurred by Lessee or any
<br />other person caused by the transportation, installation, manufacture, selection, purchase, lease, ownership, possession, modification, maintenance,
<br />condition, operation, use, return or disposition of the Equipmenrt. To the extent permitted bylaw, Lessee agrees to reimburse Lessor for and defend
<br />Lessor against any claims for such losses, damages, penalties, claims, injuries, or expenses. This indemnity continues even after this Lease has
<br />expired, for acts or omissions that occurred during the Lease TE;nn.
<br />10. IDENTIFICATION. Lessee authorizes Lessor to insert or cotrect missing information on this Lease, including Lessee's official name, serial
<br />numbers and any other infomtation describing the Equipment. Lessor will send Lessee copies of such changes. Lessee will attach to the Equipment
<br />any name plates or stickers Lessor provides Lessee.
<br />l 1. LOSS OR DAMAGE. Lessee is responsible for any loss of the Equipment from any cause at all, whether or not insured, from the time the
<br />Equipment is shipped to Lessee until it is returned to Lessor. I1'any item of Equipment is lost, stolen or damaged, Lessee will promptly notify Lessor
<br />of such event. Then, at Lessor's option, Lessee will either (a) repair the Equipment so that it is in good condition and working order, eligible for any
<br />manufacturer's certification, or (b) pay Lessor an amount equal to the Net Book Value (as defined in Section l4) of the lost, stolen or damaged
<br />Equipment. If Lessee has satisfied Lessee's obligations under this Section 11, Lessor will forward to Lessee any insurance proceeds which Lessor
<br />receives for lost, damaged, or destroyed Equipment. [f Lessee its in default, Lessor will apply any insurance proceeds Lessor receives to reduce
<br />Lessee's obligations under Section 14 of this Lease.
<br />12. INSURANCE. Lessee agrees to (a) keep the Equipment fully insured against loss, naming Lessor as loss payee, and (b) obtain a general public
<br />liability insurance policy covering both personal injury and property damage in amounts not less than Lessor may tell Lessee, naming Lessor as
<br />additional insured, until Lessee has met all Lessee's obligations under this Lease. Lessor is under no duty to tell Lessee if Lessee's insurance
<br />coverage is adequate. The policies shall state that Lessor is to tie notified of any proposed cancellation at least 30 days prior to the date set for
<br />cancellation. Upon Lessor's request, Lessee agree to provide Lessor with certificates or other evidence of insurance acceptable to Lessor. If Lessee
<br />does not provide Lessor with evidence of proper insurance within 10 days of Lessor's request or Lessor receives notice of policy cancellation, Lessor
<br />may (but Lessor is not obligated to) obtain insurance on Lessor"s interest in the Equipment at Lessee's expense. Lessee will pay all insurance
<br />premiums and related charges.
<br />13. DEFAULT. Lessee will be in default under this Lease if any of the following happens: (a) Lessor does not receive any Rent or other payment due
<br />under this Lease within 10 days after its due date, (b) Lessee fails to perform or observe any other promise or obligation in this Lease and does not
<br />correct the default within 10 days after Lessor sends Lessee written notice of default, (c) any representation, warranty or statement Lessee has made
<br />in this Lease shall prove to have been false or misleading in an}' material respect, (d} any insurance carrier cancels or threatens to cancel any
<br />insurance on the Equipment, (e) the Equipment or any part of it is abused, illegally used, misused, lost, destroyed, or damaged beyond repair, (f) a
<br />petition is filed by or against Lessee under any bankruptcy or insolvency laws, or (g) Lessee defaults on any other agreement between it and Lessor
<br />(or Lessor's affiliates).
<br />14. REMEDIES. Upon the occurrence of a default, Lessor may, ini its sole discretion, do any or all of the following: (a) provide written notice to
<br />Lessee of default, (b) as liquidated damages for loss of a bargain and not as a penalty, declare due and payable, the present value of (i) any and all
<br />amounts which may be then due and payable by Lessee to Lessor under this Lease, plus (ii) all Rent payments remaining through the end of the
<br />Lease Term, discounted at the higher of 3% or the lowest rate allowed bylaw, plus the Fair Market Value of the Equipment (collectively, the "Net
<br />Book Value"). Lessor has the right to require Lessee to make the Equipment available to Lessor for repossession during reasonable business hours or
<br />Lessor may repossess the Equipment, so long as Lessor does not breach the peace in doing so, or Lessor may use legal process in compliance with
<br />applicable law pursuant to court order to have the Equipment repossessed. Lessee will not make any claims against Lessor or the Equipment for
<br />trespass, damage or any other reason. If Lessor takes possession of the Equipment Lessor may (a) sell or lease the Equipment at public or private
<br />sale or lease, and/or (b) exercise such other rights as may be allowed by applicable law. Although Lessee agrees that Lessor has no obligation to sell
<br />the Equipment, if Lessor does sell the Equipment, Lessor will reduce the Net Book Value by the amounts Lessor receives. Lessee will immediately
<br />pay Lessor the remaining Net Book Value. Lessee agrees (a) that Lessor only needs to give Lessee ] 0 days advance notice of any sale and no notice
<br />of advertising, (b) to pay all of the costs Lessor incurs to enforce Lessor's rights against Lessee, including attorney's fees, and (c) that Lessor will
<br />retain all of Lessor's rights against Lessee even if Lessor does not choose to enforce them at the time of Lessee's default.
<br />15. LESSEE'S OPTION AT END OF LEASE. Notwithstanding anything contained in the Lease to the contrary, so long as no default shall have
<br />occulted and be continuing, Lessee may, at Lessee's option, purchase the Equipment leased pursuant to this Rental Schedule on an "as is, where is"
<br />basis, without representation or warranty, express or implied, .at the end of the Initial Term at a price equal to the Fair Market Value thereof, plus
<br />applicable taxes, "Fair Market Value" shall be equal to the value which would be obtained in anarms-length transaction between an informed and
<br />willing buyer and an informed and willing seller under no compulsion to sell, and in such determination, costs of removal of the Equipment from its
<br />location of current use shall not be a deduction from such value. if Lessee and Lessor cannot agree on the Fair Market Value thereof, such value
<br />shall be determined by appraisal at the sole expense of Lessee. Appraisal shall be a procedure whereby two recognized independent appraisers, one
<br />chosen by Lessee and one by Lessor, shall mutually agree upon the amount in question. If the appraisers are unable to agree upon the amount in
<br />question, a third recognized independent appraisers' evaluation shall be binding and conclusive on Lessee and Lessor. This purchase option as
<br />applicable shall only be available if Lessee gives Lessor ninety (90) days prior written notice of Lessee's irrevocable intent to exercise such option
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