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FES -23-98 1S:32 FROM:MARK PRESSMAN ASSOC ID:41S42107SS
<br />PACE Is/is
<br />own name, in good faith contest any such taxes, assessments, utility and other charges and, in the
<br />event of any such contest, may permit the taxes, assessment, utility or other charges so contested to
<br />remain unpaid during the period of such contest and any appeal therefrom unless Lessor shall notify
<br />Lessee that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of
<br />Lessor in the Equipment will be materially endangered or the Equipment or any pan thereof will be
<br />subject to loss or forfeiture, in which event Lessee shall promptly pay such taxes, assessments, utility
<br />or other charges or provide Lessor with full security against any loss which may result from
<br />nonpayment, in form satisfactory to Lessor.
<br />SECTION 7.4 Advances, If Lessee shall fail to perform any of its obligations under this
<br />Article, Lessor may, but shall not be obligated to, take such action as may be necessary to cure such
<br />failure. including the advancement of money, and Lessee shall be obligated to repay all such advances
<br />on demand with interest at the rate of 18% per annum or the maximum rate permitted by law,
<br />whichever is less, from the date of the advance to the date of repayment.
<br />ARTICLE VIII
<br />TITLE
<br />SECTION 8.1. Title. During the Term of this Lease, and so long as Lessee is not in
<br />default as provided in Article XII, legal title to the Equipment and any and all repairs, replacements,
<br />substitutions and modifications to it shall be in Lessee. Upon termination of this Lease for any of the
<br />reasons specified in Section 4.6, Clauses (a) and (c), full and unencumbered Iegal title to the
<br />Equipment shall pass to Lessor, and Lessee shall have no further interest therein. In either of such
<br />events Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence
<br />the passage of legal title to the Equipment to Lessor and the termination of Lessee's interest therein,
<br />and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with
<br />Section 12.3. Upon termination of this Lease for any of the reasons specified in Section 4.6_,
<br />Clauses (b) and (d), Lessor's security or other interest in the Equipment sball terminate, and Lesson
<br />shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination
<br />of Lessor's security or other interest in such Equipment
<br />SECTION 8.2. Security Tntere5L Lessor shall have and retain a security interest under
<br />the Uniform Commercial Code in the Equipment, the proceeds thereof and all repairs, replacements.
<br />substitutions and modifications thereto or thereof made pursuant to Section 8.5, in order to secure
<br />Lessee's payment of all Rental Payments due during the Term of this Lease and the performance of all
<br />other obligations herein to be performed by Lessee. In the event such Equipment is a motor vehicle,
<br />Lessor shall have authority to require the state of registration to note Lessor's security interest on its
<br />records and the Certificate of Title for the Equipment. Lessee will join with Lessor in executing such
<br />financing statements or other documents and will perform such acts as Lessor may request to
<br />establish and maintain a valid security interest in the Equipment_ If requested by Lessor, Lessee shall
<br />conspicuously mark the Equipment with appropriate lettering, labels or tags, and maintain such
<br />markings during the Term of this Lease, so as clearly to disclose Lessor's security interest in the
<br />Equipment.
<br />SECTION 8.3. Liens, During the Term of this Lease. Lessee shall not, directly or
<br />indirectly, create, incur, assume, or suffer to exist any mortgage, pledge, lien, charge, encumbrance
<br />ipment, other that the respective rights of Lessor and Lessee as
<br />or claim on or with respect to the Equ
<br />herein provided and Permitted Encumbrances. Except as expressly provided in Secrion 7.3 and this
<br />Article. Lessee shall promptly, at its own expense, take such action as may be necessary duly to
<br />discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall
<br />anise at any time. L ssee shall reimburse Lessor for any expense incurred by Lessor in order to
<br />d.ischa_rze or remove any such mortgage, pledge, lien, charge, encumorance or claim_
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