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<br />by Lessee shall be paid promptly when due without notice or demand of any character. Lessee's obligation for the payment of rent
<br />hereunder is and shall be absolute and unconditional and shall not be subject to any reduction, offset, counter-claim, abatement,
<br />suspension, deferment or diminution for any reason whatsoever, including without limitation any destruction or damage to the
<br />Equipment, any limitation of or interference with the use or possession of the Equipment or any component thereof (including any such
<br />limitation or interference arising out of any defect in Lesso~s title to the Equipment), condemnation or requisition of the Equipment or
<br />any component thereof, or any other occurrence or circumstance (whether similar or dissimilar to those enumerated) which prevents the
<br />Lessee from using, possessing or enjoying the Equipment, any breach by Lessor of the terms and conditions of the Lease shall not
<br />abate, alter, suspend, or modify Lessees' independent duty to pay rent and other charges. Lessee waives (a) any and all existing and
<br />future claims and offsets against rent or other payments due to Lessor under this Lease, (b) all rights now or hereafter conferred by
<br />statute or otherwise to terminate or surrender this Lease or the Equipment or any component of the Equipment, and (c) any abatement,
<br />suspension, deferment, diminution or reduction of any rent or other sums payable hereunder on account of any such occurrence.
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<br />6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS. Lessee shall inspect each Item of Equipment within
<br />forty-eight (48) hours after receipt thereof. Unless Lessee within such period of time gives written notice to Lessor specifying any defect
<br />in or other proper objection to the Equipment, Lessee agrees that it shall be conclusively presumed, as between Lessor and Lessee,
<br />that (a) Lessee has received and has fully inspected the Equipment, (b) Lessee has acknowledged that the Equipment is in good
<br />condition and repair, and (c) Lessee is satisfied with and has accepted the Equipment in such good condition and repair and as
<br />satisfactory in all respects for the purposes of this Lease.
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<br />If Lessor so requests Lessee shall furnish Lessor a written statement (1) setting forth the matters stated in clauses "(a)," "(b),"
<br />and "(c)," and (2) approving the contract or invoice for such Equipment, and (3) requesting Lessor to pay Vendor the purchase price
<br />thereof.
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<br />7. USES AND LOCATION.
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<br />(a) Lessee shall use the Equipment in a careful and proper manner, only in the normal and ordinary course of
<br />Lessee's business, and Lessee shall comply with, and shall use the Equipment in accordance with, (1) any and all state, federal, and
<br />local laws, rules, regulations, statutes and ordinances applicable to Lessor and/or Lessee relating to the use, possession, operation,
<br />licensing, registration, maintenance or inspection of the Equipment, (2) insurance policies in effect with respect to the Equipment, (3)
<br />warranties of any and all vendors and manufacturers with respect to the Equipment or any component thereof, and (4) operating
<br />instructions furnished by any and all manufacturers, vendors and other suppliers of the Equipment.
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<br />(b) Lessor shall have the right to inspect the Equipment and observe its use during normal business hours and
<br />any other reasonable time and to enter into and upon the premises where the Equipment may be located for such purpose shall
<br />maintain possession of each Item of Equipment at, and shall not remove any Item of Equipment from, its location as shown on the
<br />Schedule for that Item of Equipment without Lessor's prior written consent. Lessee shall give Lessor immediate notice of any
<br />attachment or other judicial process affecting any Item of Equipment and title to such Item, whenever requested by Lessor, shall advise
<br />Lessor of the exact location of each Item of Equipment.
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<br />8. TITLE AND RETURN.
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<br />(a) The Equipment is, and at all times shall remain, the sole and exclusive property of Lessor, and the delivery
<br />of the Equipment to the Lessee and Lessee's possession thereof shall constitute a bailment. Lessee shall have no right, title or interest
<br />therein or thereto except as expressly set forth in this Lease.
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<br />(b) Upon the expiration of the Lease Term (including, without limitation, the Initial Term and all Renewal Terms)
<br />with respect to one or more Items of Equipment, provided that Lessee has fully and faithfully performed all of the terms, conditions and
<br />provisions of this Lease (including, without limitation, all Schedules with respect to such Item or Items of Equipment) with respect to
<br />such Item or Items of Equipment, and also provided that there has been no Casualty Occurrence (as defined in Section 14 below) to
<br />such Item or Items of Equipment and no Event of Default has occurred and is continuing, title to and such Item or Items of Equipment
<br />shall automatically transfer from Lessor to Lessee without requirement of further act or deed. Without limiting the generality of the
<br />foregoing, title to such Item or Items of Equipment shall NOT transfer from Lessor to Lessee at any time during which any Event of
<br />Default, or any act, occurrence or thing which would constitute an Event of Default with the giving of notice and/or the passage of any
<br />time or period or opportunity for cure, shall have occurred and be continuing. Any transfer of title under this paragraph shall be
<br />WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT
<br />LIMITATION, THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS MERCHANTIBILlTY OR ITS FITNESS FOR ANY
<br />PARTICULAR PURPOSE, AND SHALL BE A TRANSFER "AS IS". LESSOR'S ONLY WARRANTY OF TITLE TO SUCH ITEM OR
<br />ITEMS OF EQUIPMENT WILL BE THAT SUCH ITEM OR ITEMS OF EQUIPMENT AS WAS CONVEYED TO LESSOR BY LESSOR'S
<br />PREDECESSOR IN TITLE, AND THAT SUCH TITLE IS FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT
<br />OR OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE.
<br />SUCH TRANSFER OF TITLE WILL BE WITHOUT ANY OTHER WARRANTY BY LESSOR WITH RESPECT TO TITLE TO SUCH
<br />EQUIPMENT. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied
<br />warranty by Lessor with respect to such Item or Items of Equipment, whether arising under the Uniform Commercial Code or any other
<br />law now or hereafter in effect, or otherwise, except the limited warranty of Lessor with respect to title to such Item or Items of Equipment
<br />as set forth above and only as set forth above.
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<br />9. MARKINGS. If at any time during the term hereof, Lessor supplies Lessee with labels, plates or other marking,
<br />stating that the Equipment is owned by Lessor, Lessee shall affix such marking to and keep them on a permanent and prominent place
<br />on the Equipment. Lessee shall not allow the name of any person, association or corporation to be placed on any Item of Equipment as
<br />a designation that might be interpreted as a claim of ownership, provided that Lessee may cause any Item of Equipment to be lettered
<br />with Lessee's corporate name and/or corporate symbol, if applicable, as an appropriate and convenient way to identify Lessee's
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