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7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee
<br />hereunder, title to the Equipment will vest in Lessee subject to any applicable license; provided, however, that (i) in
<br />the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event
<br />of Default hereunder, and as long as such Event of Default is continuing; or (Iii) in the event that the purchase
<br />option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee, and
<br />Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee's computers and
<br />other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations
<br />hereunder, Lessee hereby (1) grants to Lessor a first and prior security Interest in any and all right, title and interest
<br />of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any
<br />proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security
<br />interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments
<br />necessary or appropriate to evidence such security interest.
<br />8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the
<br />manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any
<br />licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges
<br />arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the
<br />Equipment in good repair and furnish and /or install all parts, mechanisms, updates, upgrades and devices required
<br />therefor.
<br />9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment
<br />without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed
<br />without damage to the Equipment.
<br />10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of
<br />rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written
<br />consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or
<br />elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation.
<br />11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and
<br />encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local,
<br />state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale,
<br />purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If
<br />Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay
<br />said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten
<br />days of written demand.
<br />12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the
<br />Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor
<br />unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any
<br />other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place
<br />the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor
<br />determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of
<br />Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date,
<br />pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease
<br />payment due on such date; and (it) an amount equal to all remaining Lease Payments to be paid during the Lease
<br />Term as set forth in Schedule B.
<br />In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment,
<br />Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth
<br />in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of
<br />Loss.
<br />13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Tenn, fire and
<br />extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts,
<br />covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent,
<br />Lessee may self- insure against any or all such risks. All insurance covering loss of or damage to the Equipment
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