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to indemnify Lessor from all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses, including reasonable <br />attorneys' fees, imposed on, incurred by or asserted against Lessor that relate to or arise out of this Agreement, including but not limited to, <br />(a) the selection, manufacture, purchase, acceptance or rejection of Equipment or the ownership of the Equipment, (b) the delivery, lease, <br />possession, maintenance, use, condition, return or operation of the Equipment, (c) the condition of the Equipment sold or otherwise <br />disposed of after possession by Lessee, (d) the conduct of Lessee, its officers, employees and agents, (e) a breach of Lessee of any of its <br />covenants or obligations hereunder, (f) any claim, loss, cost or expense involving alleged damage to the environment relating to the <br />Equipment, including, but not limited to investigation, removal, cleanup and remedial costs, and (g) any strict liability under the laws or <br />judicial decisions of any state or the United States. This provision shall survive the termination of this Agreement. <br />Section 7.5. Destruction of Equipment. Lessee shall provide a complete written report to Lessor immediately upon any loss, theft, <br />damage or destruction of any Equipment and of any accident involving any Equipment. Lessor may inspect the Equipment at any time and <br />from time to time during regular business hours. If all or any part of the Equipment is stolen, lost, destroyed or damaged beyond repair <br />( "Damaged Equipment"), Lessee shall within thirty (30) days after such event either: (a) replace the same at Lessee's sole expense with <br />equipment having substantially similar Specifications and of equal or greater value to the Damaged Equipment immediately prior to the <br />time of the loss occurrence, and otherwise satisfactory to Lessor, whereupon such replacement equipment shall be substituted in the <br />applicable Lease and the other related documents by appropriate endorsement or amendment; or (b) pay the applicable Prepayment Price <br />of the Damaged Equipment determined as set forth in the related Equipment Schedule. Lessee shall notify Lessor of which course of <br />action it will take within fifteen (15) days after the loss occurrence. If, within forty -five (45) days of the loss occurrence, (a) Lessee fails to <br />notify Lessor; (b) Lessee and Lessor fail to execute an amendment to the applicable Equipment Schedule to delete the Damaged <br />Equipment and add the replacement equipment or (c) Lessee has failed to pay the applicable Prepayment Price, then Lessor may, at its sole <br />discretion, declare the applicable Prepayment Price of the Damaged Equipment, to be immediately due and payable. The Net Proceeds of <br />insurance with respect to the Damaged Equipment shall be made available by Lessor to be applied to discharge Lessee' obligation under <br />this Section. <br />ARTICLE VIII. OTHER OBLIGATIONS OF LESSEE <br />Section 8.1. Maintenance of Equipment. Lessee shall notify Lessor in writing prior to moving the Equipment to another address and <br />shall otherwise keep the Equipment at the address specified in the related Equipment Schedule. Lessee shall, at its own expense, maintain <br />the Equipment in proper working order and shall make all necessary repairs and replacements to keep the Equipment in such condition <br />including compliance with State and federal laws. Any and all replacement parts must be free of encumbrances and liens. All such <br />replacement parts and accessories shall be deemed to be incorporated immediately into and to constitute an integral portion of the <br />Equipment and as such, shall be subject to the terms of this Agreement. <br />Section 8.2. Taxes. Lessee shall pay all taxes and other charges which are assessed or levied against the Equipment, the Rental Payments <br />or any part thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor, except as expressly limited by <br />this Section. Lessee shall pay all utilities and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the <br />Equipment, and all special assessments and charges lawfully made by any governmental body that may be secured by a lien on the <br />Equipment. Lessee shall not be required to pay any federal, state or local income, succession, transfer, franchise, profit, excess profit, <br />capital stock, gross receipts, corporate, or other similar tax payable by Lessor, unless such tax is made as a substitute for any tax, <br />assessment or charge which is the obligation of Lessee under this Section. <br />Section 8.3. Advances. If Lessee shall fail to perform any of its obligations under this Article, Lessor may take such action to cure such <br />failure, including the advancement of money, and Lessee shall be obligated to repay all such advances on demand, with interest at the rate <br />of 18% per annum or the maximum rate permitted by law, whichever is less, from the date of the advance to the date of repayment. <br />ARTICLE IX. TITLE <br />Section 9.1. Title. During the Lease Term, ownership and legal title of all Equipment and all replacements, substitutions, repairs and <br />modification shall be in Lessee and Lessee shall take all action necessary to vest such ownership and title in Lessee. Lessor does not own <br />the Equipment and by this Agreement and each Lease is merely financing the acquisition of such equipment for Lessee. Lessor has not <br />been in the chain of title of the Equipment, does not operate, control or have possession of the Equipment and has no control over Lessee <br />or Lessee's operation, use, storage or maintenance of the Equipment. <br />Section 9.2. Securitv Interest. In order to secure Lessee's payment of all Rental Payments and the performance of all other obligations <br />hereunder, Lessee hereby grants to Lessor a continuing, first priority security interest in and to (a) the Equipment, all repairs, replacements, <br />substitutions and modifications thereto; (b) in all moneys and investments in the Escrow Account (if any); and (c) and all proceeds of the <br />foregoing. Lessee hereby authorizes Lessor to prepare and file such financing statements and other such documents to establish and <br />maintain Lessor's valid first lien and perfected security interest. Lessee will join with Lessor in executing such documents and will <br />7 <br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1 <br />