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Agreement #ZO02306005
<br />EQUIPMENT ARE LIMITED TO THOSE DESCRIBED IN THE SERVICE PLAN. LESSOR EXPRESSLY DISCLAIMS ALL OTHER
<br />WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EQUIPMENT.
<br />7. EQUIPMENT OWNERSHIP; LOCATION. Lessor is the sole owner of the Equipment and has sole title thereto. Lessee may not
<br />relocate any Equipment from the Equipment location specified in the applicable Schedule without the prior written consent of Lessor.
<br />8. RISK OF LOSS AND INSURANCE. Subject to Lessor's obligations under the Service Plan, Lessee assumes any and all risk of loss
<br />or damage to the Equipment until such Equipment is returned to and received by Lessor in accordance with the terms and conditions of this
<br />Master Agreement. Lessee agrees to keep the Equipment insured at Lessee's expense against all risks of loss from any cause whatsoever,
<br />including, without limitation, loss by fire (including extended coverage), theft and damage, in an amount not less than (a) the sum of all
<br />Rent and other amounts due and owing with respect to such Equipment for the duration of the applicable Rental Term, plus the estimated
<br />total retail price that would be paid for such Equipment in an arm's length transaction ("Fair Market Value") as of the actual date the
<br />Schedule expires or is terminated, as applicable ("Stipulated Loss Value") or (b) with respect to any other Equipment, the replacement
<br />value thereof. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $5,000,000 total
<br />liability per occurrence. Lessee shall cause Lessor and its affiliates, and its and their successors and assigns, to be named loss payees with
<br />respect to property insurance and additional insureds with respect to commercial general liability insurance. Each policy shall provide that
<br />the insurance cannot be canceled without at least thirty (30) days' prior written notice to Lessor. In the event of loss or claim, Lessee will
<br />be responsible for all deductibles and/or retentions. All insurance required by this Master Agreement shall include a waiver of rights of
<br />recovery against Lessor and its insurers by the Lessee and its insurers, as well as a waiver of subrogation against Lessor and its insurers.
<br />All insurance required by this Master Agreement is primary and non-contributory to any other insurance maintained by Lessor. Lessee shall
<br />provide to Lessor (i) on or prior to the delivery date for each Schedule ("Delivery Date"), and from time to time thereafter throughout the
<br />Rental Term of each Schedule, certificates of insurance evidencing such insurance coverage, and (ii) upon Lessor's request, copies of the
<br />insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase
<br />such insurance protecting Lessor at Lessee's expense. Lessee's expense shall include the full premium paid for such insurance and any
<br />customary charges, costs or fees of Lessor, including but not limited to deductibles and retentions in the event of loss. Lessee agrees to pay
<br />such amounts in substantially equal installments allocated to each Rent payment.
<br />9. CASUALTY LOSS. Lessee shall notify Lessor of any condemnation, taking, loss, destruction, theft or damage beyond repair of
<br />Equipment ("Casualty Loss") or repairable damage to any Equipment not later than five (5) days following the date of any such occurrence.
<br />In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall pay Lessor the Stipulated Loss Value of the
<br />Equipment suffering the Casualty Loss. In the event of any repairable damage to any Equipment, the Rental Tenn shall continue with
<br />respect to such Equipment without any abatement of Rent and Lessee shall at its expense cause such Equipment to be repaired to the
<br />condition it is required to be maintained in pursuant to Section 5 not later than thirty (30) days from the date of the occurrence.
<br />10. INSPECTION. Lessor and Lessor's agents shall have the right, from time to time, with prior notice to Lessee, during Lessee's normal
<br />business hours, and without disruption to Lessee's operations, to enter the premises where the Equipment is located for the purpose of
<br />inspecting the Equipment.
<br />11. TAXES. Lessor shall report and pay all license and registration fees and all taxes, fees, levies, imposts, duties, assessments, charges
<br />and withholdings of any similar nature, however designated (including, any value added, transfer, sales, use, gross receipts, business,
<br />occupation, excise, personal property, real property, stamp or other taxes) ("Taxes") now or hereafter imposed or assessed by governmental
<br />body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent
<br />or other charges payable hereunder, or otherwise upon or in connection with any Schedule, whether assessed on Lessor or Lessee, other
<br />than any such Taxes required by law to be reported and paid by Lessee ("Lessee Taxes"). Lessee shall within ten (10) days of receipt of
<br />invoice reimburse Lessor for all such Lessee Taxes paid by Lessor, together with any penalties or interest in connection therewith
<br />attributable to Lessee's acts or failure to act, excluding: (a) Lessee Taxes on or measured by the overall gross or net income of Lessor, (b)
<br />as to any Schedule or the related Equipment, Lessee Taxes attributable to the period after the return of such Equipment to Lessor, and (c)
<br />Lessee Taxes imposed as a result of a sale or other transfer by Lessor of any portion of its interest in any Schedule or in any Equipment,
<br />except for a sale or other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.
<br />12. GENERAL INDEMNITY. To the extent permitted by applicable law, Lessee shall indemnify, defend, and hold harmless Lessor, its
<br />employees, officers, directors, agents and assignees from and against any and all claims arising out of or in connection the use of the
<br />Equipment (except to the extent that such claims are caused by a defect in the Equipment).
<br />13. TAX BENEFIT INDEMNITY. Lessor and Lessee agree that Lessor is entitled to certain federal, state and local tax benefits available
<br />to an owner of Equipment (collectively, "Tax Benefits"). Lessee represents, warrants, and covenants to Lessor that (a) all Equipment will
<br />be used solely within the United States; and (b) Lessee will take no position inconsistent with the assumption that Lessor is the owner of
<br />the Equipment for federal, state, and local tax purposes. If, due to any act or omission of Lessee or any party acting through Lessee, or the
<br />breach or inaccuracy of any representation, warranty or covenant of Lessee contained the Master Agreement, Lessor reasonably determines
<br />that it cannot claim, is not allowed to claim, loses or must recapture any or all of the Tax Benefits otherwise available with respect to the
<br />Equipment subject to any Schedule (a "Tax Loss"), then Lessee shall, promptly upon demand pay to Lessor an amount sufficient to provide
<br />Lessor the same after-tax rate of return and aggregate after-tax cash flow through the end of the then -applicable Rental Term of such
<br />Schedule that Lessor would have realized but for such Tax Loss except where the Lessor would not be entitled to such Tax Benefits.
<br />14. LIMITATION OF LIABILITY. LESSEE EXPRESSLY AGREES THAT LESSOR SHALL NOT BE LIABLE UNDER ANY
<br />THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
<br />UNDER WARRANTY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR
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