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e. If so requested by Lessee, Lessor shall, at Lessee's sole expense, cooperate fully with Lessee in
<br />contesting any claim for Taxes, provided that Lessor shall have received an indemnity satisfactory
<br />to Lessor for any liability, expense or loss arising Out of or relating to such contest, Lessee shall
<br />not be obligated to pay any Tax which it is required to indemnify hereunder so long as the contest
<br />is pending unless payment is a precondition to such or is necessary to protect Lessor's interest in
<br />the Equipment in which event Lessee shall advance the amount of such Tax to Lessor as an
<br />interest -free loan until such contest is resolved. If Lessor shall obtain a repayment of any Tax
<br />indemnified by, Lessee hereunder; Lessor shall promptly 06Y to Le's"sieethe amount of such
<br />repayment together with any interest received by Lessor thereon plus the benefit of any tax
<br />savings resulting from such repayment to Lessee.
<br />If: Lessor receives notice of a clairn for any Taxes from any taxing authority, that could result In an
<br />indemnity hereunder, Lessor shall promptly give Lessee notice In writing of such clairn and shall
<br />furnish Lessee with a copy of the claim received from the taxing authority, Failure of Lessor to
<br />provide Lessee With Prompt notice shall release Lessee from liability relating to said claim to the
<br />extent Lessee suffers any irreparable harm which Lessee could have avoided had Lessee received
<br />timely notice.
<br />3. OWNERSHIP, MAINTENANCE AND USE.
<br />a. Lessor is the sole and exclusive owner of the Equipment. Lessee hereby transfers to Lessor any
<br />and all right, title and interest, including any and all Ownership interest, Which Lessee may have In
<br />or to the Equipment other than Lessee's leasehold interest under this Agreement and each
<br />applicable Schedule with respect to the Equipment. Lessee represents and warrants that it has
<br />the legal right to make such transfer and that such transfer does not constitute a transfer of all or, substantially all of the assets of Lessee, and that such transfer does not constitute all or a portion
<br />Of a "bulk transfer" under. the Uniform Commercial Code, it is agreed' between the partles hereto
<br />that Lessor $11,111 be the owner of and hold title to, the, Equipment for all purposes,
<br />The Lease is a net lease, It being, the Intention of the parties drat all costs, expenses and liabilities
<br />associated With tile possession and/or use Of Equipment shall be borne by Lessee, unless
<br />expressly agreed otherwise by the parties In writing, Lessee shall be entitled to the possession of
<br />each Item and to the use of each Item by It or any affiliate in the general operation of Lessee's or
<br />any such affiliate's business. So long as no Event of Default shall have occurred and be continuing
<br />under this Agreement, Lessee will be entitled to tile possession, use and quiet enjoyment of the
<br />Equipment in accordance with the terms of this Agreement.
<br />C. During the period that the Equipment is in Lessee's POssesslon, Lessee, at its expense, shall
<br />maintain the Equipment and make all repairs to tire Equipment that Lessee reasonably deems
<br />necessary; P11OVIDED, HOWEVER, that Lessee shall not be required! to pay for (I) any repairs to the
<br />Equipment growing out of, or arising from or In connection with any defect in or malfunction of
<br />the Equipment not caused' by Lessee. Lessor, at Its own expense, agrees to repair or replace and
<br />install any part or parts of the Equipment (except for expendable Items such as wear Items,
<br />antifreeze, belts, filters or other normal wear and tear) as a result ofarisingfrom : or in
<br />connection with any defect in or malfunction of the Equipment u , or
<br />not caused by Lessee a nd Lessor,
<br />at its, own expense, agrees promptly to cause to be made to each Item any alteration,
<br />modification or replacement required to comply with applicable law,
<br />d. Lessee shall not create, cause, or permit any kind of claim, levy, lien or legal Process on the
<br />Equipment other than Permitted Liens (as defined below), and shall forthwith satisfy, remove and
<br />procure the release thereof; Provided that Lessee shall not be required to pay, or discharge any
<br />such clairn so long as the validity thereof shall be contested in good faith and by appropriate legal
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