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L� <br />Page 4 <br />4. TITLE TO EQUIPMENT; SECURITY INTEREST. During the Full Lease Term, title to the <br />Equipment shall remain vested in the Lessor. Upon exercise by Lessee of the purchase <br />option granted in Section 10 of this Lease, Lessor shall deliver to Lessee by appropriate <br />documents title to the Equipment, free and clear of all liens and encumbrances. In the <br />event of a default as set forth in Section 12 or nonappropriati_on as set forth in Sectioi <br />2(e), Lessee will surrender possession of the Equipment to Lessor as required by Section <br />2(e) and release all claim or right to said Equipment accordingly. <br />To secure the prompt payment and performance as and when due of all of Leooee's <br />obligations hereunder, and all other obligations of Lessee to Lessor, both now in <br />existence and hereafter created, Lessee hereby grants to Lessor a first security interest <br />in the Equipment, and all replacementn, substitutions and alternatives thereLor and <br />thereof and *accessions thereto and all proceeds (cash and non - cash), includi4u the <br />proceeds of all insurance policies, thereof. Lessee agrees that with respect to the <br />Equipment Lessor shall have all of the rights and remedies of a secured party under the <br />Uniform Commercial Code as in effect in the State. Lessee may not dispose of any of the <br />Equipment without the prior written consent of Lessor, notwithstanding the fact that <br />proceeds constitute part of the Equipment. <br />5. USE AND MAINTENANCE. Lessee shall use the Equipment in a manner consistent with the <br />requirements of all applicable insurance policies,, and will not change the location of <br />any Equipment as specified in the Acceptance Certificate without the prior written <br />consent of Lessor, which consent shall not be unreasonably withheld. Lessee shall not <br />attach the Equipment to any other item of equipment- in such a manner that the Equipment <br />may be deemed to have become an accession to or a part of ouch other item of Qquipment. <br />Lessee, at its own expense, will maintain the Equipment in as good operating condition as <br />when delivered to Lessee hereunder, ordinary wear and tear resulting from proper use <br />thereof alone excepted, and will make all repairs reasonable necessary for ouch purpose. <br />In addition, if any component of the equipment shall become damaged beyond repair, Lessec <br />at its own expense, will within a reasonable time replace ouch component, with <br />replacement components which are free and clear of all liens or right of other and have <br />value and utility at lease equal to the components replaced. All components which are <br />attached to the Equipment which are essential to the operation of the Equipment or which <br />cannot be detached from the Equipment without materially interfering with the operation <br />of the Equipment or adversely affecting the value and utility which the Equipment would <br />have had without the addition thereof, shall immediately be deemed incorporated in the <br />Equipment and oubject to the terms hereof as if originally leased hereunder, and subject <br />to the security interest of Lessor in the Equipment. Lessee shall not make any material <br />alterations to the Equipment- without the prior written consent of Lessor, which consent <br />shall not be unreasonably withheld. Upon reasonable advance notice, Lessor shall have <br />the right to inspect- the Equipment and all maintenance records with respect- thereto, if <br />any, at any reasonable time during normal business hours. <br />6. FEES; TAXES; OTHER GOVERNMENTAL AND UTILITY CHARGES. Lessee agrees to indemnify <br />Lessor against all titling, recordation, documentary stamp and other fees, arising at ar <br />time prior to or during the Lease Term, upon or relating to the Equipment or this <br />Agreement. The parties contemplate that the Equipment will be used for a governmental <br />purpose of Lessee and that the Equipment will be exempt from all taxes presently aooessc <br />and levied with respect to personal property. In the event that the use, possession or <br />acquisition of the Equipment is found to be subject to taxation in any form (except for <br />net income taxes of Lessor), Lessee will pay as they come due all taxes and governmenta <br />charges of any kind that may be aooesoed or levied against the Equipment, as well as al <br />utility and other charges incurred in the operation, maintenance and use of the Equipme <br />