Common use of Loss and Damage Clause in Contracts

Loss and Damage. Borrower shall bear the entire risk of loss, theft, damage to or destruction of the Equipment (including any condemnation, seizure, or requisition of title or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value of the Equipment subject to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee or release all of Lessor’s right, title and interest in the Lost Equipment, "AS IS WHERE IS", but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, "Stipulated Loss Value" shall mean the product of condemnation the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear indemnify and hold Lessor harmless for losses arising from the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and Lessee shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event Lessor the Basic Rent due on that date plus the greater of the (however i) Stipulated Loss Value of or (ii) the prepayment premium entire amount of insurance proceeds received by Lessee in connection with any Total Loss or other loss or damage to the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Notwithstanding anything to the contrary provided herein, to the extent any insurance proceeds are received by Lessee in connection with the Equipment, such proceeds shall be immediately remitted to Lessor to be credited against the amounts owed under this Lease, as determined by Lessor in its sole and absolute discretion. Upon making such payment, (i) the balance owed under the Lease shall not be re-amortized; rather, the payment shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the Termination Value (defined below); (ii) Lessee shall remain liable for, and pay as and when due, all future Basic Rent and all Other Payments until paid in full in accordance with Section 3(c)(iiithe terms of this Lease, and (iii) will be equal Lessor shall terminate its interest in any Lost Equipment to zero percent (0%) the extent it is paid off in full as determined by Xxxxxx, “AS IS WHERE IS”, and “WITH ALL FAULTS”, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of the principal amount prepaid) Any proceeds received portion of the Funding Amount allocated to the Lost Equipment as determined by Lender Lessor in its sole discretion, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or Borrower as any renewal term of a Schedule, the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of condemnation the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower shall bear Lessee assumes the entire risk of loss, theft, direct and consequential loss and damage to the Equipment. Except as provided in this Section for discharge upon payment of Stipulated Loss Value, no loss or damage to the Equipment or any part thereof shall release or impair any obligations of Lessee under this Lease. Lessee agrees that Lessor shall not incur any liability to Lessee for any loss of business, loss of profits, expenses, or any other Claims resulting to Lessee by reason of any failure of or delay in delivery or any delay caused by any non-performance, defective performance, or breakdown of the Equipment, nor shall Lessor at any time be responsible for personal injury or the loss or destruction of any other property resulting from the Equipment. (a) In the event of loss or damage to any item of Equipment which does not constitute a Total Loss (as hereinafter defined), Lessee shall, at its sole cost and expense, promptly repair and restore such item of the Equipment to the condition required by this Lease. Upon receipt of evidence reasonably satisfactory to Lessor of completion of such repairs, Lessor will apply any insurance proceeds received by Lessor on account of such loss to the cost of repairs. (including b) Upon the occurrence of the actual or constructive total loss of any item of the Equipment, or the loss, disappearance, theft or destruction of any item of the Equipment or damage to any item of the Equipment to such extent as shall make repair thereof uneconomical or shall render any item of the Equipment permanently unfit for normal use for any reason whatsoever, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender taking of use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority (as established to the reasonable satisfaction of Lessor; any such occurrence being herein referred to as a Casualty Event "Total Loss"), during the term of this Lease, Lessee shall give prompt notice thereof to Lessor. On the first date for the payment of rent occurring after the thirtieth (however 30th) day following the prepayment premium in accordance with Section 3(c)(iii) will be equal occurrence of such Total Loss, Lessee shall pay to zero percent (0%) Lessor the Rent due on that date plus the Stipulated Loss Value of the principal amount prepaiditem or items of the Equipment with respect to which the Total Loss has occurred and any other sums due hereunder with respect to that Equipment (less any insurance proceeds or condemnation award actually paid). Upon making such payment, this Lease and the obligation to make future rental payments shall terminate solely with respect to the Equipment or items thereof so paid for and (to the extent applicable) Any proceeds received by Lender Lessee shall become entitled thereto AS IS WHERE IS without warranty, express or Borrower as the result of an Casualty Event implied, with respect to any Item (including insurance proceeds matter whatsoever. Lessor shall deliver to Lessee a bill of sale transferring and proceeds assigning to Lessee without recourse ox xxrranty, all of condemnation or requisition) Lessor's right, title and interest in and to such Equipment and shall be applied at Borrower’s election, in whole or in part, assign to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection Lessee all of its rights to receive any insurance proceeds or condemnation award payable (and interests hereundernot previously received and applied) in respect of such Total Loss. Upon making such payment, including without limitation titling costs Lessee shall be subrogated to all remaining rights and claims of Lessor against any insurer of such Equipment relating to such Total Loss. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment or any other matters. As used in this Lease, "Stipulated Loss Value" shall mean the product of the Total Invoice Cost (designated on the appropriate Equipment Schedule) of the Equipment and the applicable percentage factor set forth on the Schedule of Stipulated Loss Values attached to the Equipment Schedule. Stipulated Loss Value shall be determined as of the next date on which a payment of Rent is or would be due after a Total Loss or other fees termination of an Equipment Schedule, after payment of any Rent due on such date, and the applicable percentage factor shall be that which is set forth with respect to effectively enforce Lxxxxx’s interest in any item of Equipmentsuch Rent payment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the After payment of the Payoff Amount with respect to final payment of Rent due under the original term of this Lease and during any Agreement in accordance with Section 9renewal term thereof, Stipulated Loss Value shall be determined as of the date of termination of such Equipment Schedule (absent any renewal thereof) or, if during a renewal term, on the next date on which a payment of Rent is or would be due after a Total Loss or other termination of such renewal term, after payment of any Rent due on such date, and the payment applicable percentage factor shall be the last percentage factor set forth on the Schedule of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior Stipulated Loss Values attached to such paymentEquipment Schedule.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the Insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A "Total Loss" shall be deemed to have occurred to an item of Equipment (the "Lost Equipment"), upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and item of the Equipment or the imposition of any Casualty Event resulting Lien thereon by any governmental authority. (e) Lessor shall be under no duty to Lessee to pursue any claim against any person in five thousand dollars connection with a Total Loss or other loss or damage. ($5,000.00f) If Lessor receives a payment under an insurance policy required under this Lease in connection with any Total Loss or more other loss of or damage to any Item an item of Equipment, and inform Lender such payment is both unconditional and indefeasible, then provided Lessee shall have complied with the applicable provisions of the circumstances and extent of the Casualty Event and Borrower this Section, Lessor shall at its election either (a1) place credit such Equipment in good repair and working order so that the Equipment is of at least the same utilityproceeds against any amounts owed by Lessee pursuant to Section 12(a), value and marketability, subject to reasonable wear and tear; or (b2) replace if received with respect to repairs to be made pursuant to Section 12(c), remit such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title proceeds to the replacement Equipment in Borrower and not subject Lessee up to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value amount of the Equipment subject to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) costs of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentrepair.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the Insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A "Total Loss" shall be deemed to have occurred to an item of Equipment (the "Lost Equipment"), upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and item of the Equipment or the imposition of any Casualty Event resulting Lien thereon by any governmental authority. (e) Lessor shall be under no duty to Lessee to pursue any claim against any person in five thousand dollars connection with a Total Loss or other loss or damage. ($5,000.00f) If Lessor receives a payment under an insurance policy required under this Lease in connection with any Total Loss or more other loss of or damage to any Item an item of Equipment, and inform Lender such payment is both unconditional and indefeasible, then provided Lessee shall have complied with the applicable provisions of the circumstances and extent of the Casualty Event and Borrower this Section, Lessor shall at its election either (a1) place credit such Equipment in good repair and working order so that the Equipment is of at least the same utilityproceeds against any amounts owed by Lessee pursuant to Section 12(d), value and marketability, subject to reasonable wear and tear; or (b2) replace if received with respect to repairs to be made pursuant to Section 12(c), remit such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title proceeds to the replacement Equipment in Borrower and not subject Lessee up to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value amount of the Equipment subject to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) costs of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentrepair.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A "Total Loss" shall be deemed to have occurred to an item of Equipment upon the actual or constructive total loss of any item of the Equipment, the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a "Loss Payment Date”), Lessee shall pay to Lessor the Basic Rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss has occurred (the "Lost Equipment"), together with any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) Lessee's obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor's right, title and interest in the Lost Equipment "AS IS WHERE IS", but subject to a Casualty Event (however the prepayment premium requirements of any third party insurance carrier in accordance with Section 3(c)(iii) will be equal order to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of settle an Casualty Event insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean, with respect to any Item Equipment on a Schedule, as of the Loss Payment Date, the product of (i) the sum of any accrued and unpaid Rent, plus the present value as of such date of the total Basic Rent for the then remaining term of such Schedule, plus Lessor’s reasonable estimate at the time the Schedule was entered into of Lessor’s residual interest in the Equipment, plus the present value of the Other Payments (other than Basic Rent) to become due during the balance of the term of the applicable Schedule, including insurance proceeds amounts such as future taxes and proceeds (ii) the percentage of condemnation the Total Invoice Cost of the Lost Equipment divided by the Total Invoice Cost applicable to such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s election, in whole or in part, determined as of the last rent payment date during the applicable term of such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear indemnify and hold Lessor harmless for losses arising from the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and Lessee shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event Lessor the Basic Rent due on that date plus the greater of the (however i) Stipulated Loss Value of or (ii) the prepayment premium entire amount of insurance proceeds received by Lessee in connection with any Total Loss or other loss or damage to the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Notwithstanding anything to the contrary provided herein, to the extent any insurance proceeds are received by Lessee in connection with the Equipment, such proceeds shall be immediately remitted to Lessor to be credited against the amounts owed under this Lease, as determined by Lessor in its sole and absolute discretion. Upon making such payment, (i) the balance owed under the Lease shall not be re-amortized; rather, the payment shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the Termination Value (defined below); (ii) Lessee shall remain liable for, and pay as and when due, all future Basic Rent and all Other Payments until paid in full in accordance with Section 3(c)(iiithe terms of this Lease, and (iii) will be equal Lessor shall terminate its interest in any Lost Equipment to zero percent (0%) the extent it is paid off in full as determined by Lessor, "AS IS WHERE IS", and “WITH ALL FAULTS”, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. As used in this Lease, "Stipulated Loss Value" shall mean the product of the principal amount prepaid) Any proceeds received portion of the Funding Amount allocated to the Lost Equipment as determined by Lender Lessor in its sole discretion, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or Borrower as any renewal term of a Schedule, the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower Lessee hereby assumes and shall bear the entire risk of loss, theft, direct and consequential loss and damage to the Equipment from any and every cause whatsoever. Except as provided in this Section for discharge upon payment of Casualty Loss Value, no loss or damage to the Equipment or any part thereof shall release or impair any obligations of Lessee under this Lease, which shall continue in full force and effect and shall be absolute during the term hereof. Lessee agrees that Lessor shall not incur any liability to Lessee for any loss of business, loss of profits, expenses, or any other damages resulting to Lessee by reason of any delay in delivery or any delay caused by any non-performance, defective performance, or breakdown of the Equipment, nor shall Lessor at any time be responsible for personal injury or the loss or destruction of the Equipment (including any condemnation, seizure, or requisition of title or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunderproperty resulting from the Equipment. Borrower shall immediately notify Lender In the event of loss or damage of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage kind to any Item item of the Equipment, Lessee shall give prompt notice thereof to Lessor and inform Lender then Lessee shall, at the option of the circumstances and extent of the Casualty Event and Borrower shall Lessor, at its election Lessee's expense (less any insurance proceeds actually paid): (a) place such Equipment the same in good repair repair, condition and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tearorder; or (b) replace such Equipment the same with like Equipment that is at least of the same or equivalent make and of the same or later model, and with equal or greater value and utility, value and marketabilityin good repair, with clear title to condition and working order. The foregoing notwithstanding, in the replacement Equipment in Borrower and not subject to event that any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject shall become, in Lessor's judgment, worn out, lost, stolen, taken by any governmental authority, destroyed or irreparably damaged (any such occurrence being herein referred to as a "Total Loss") during the term of this Lease, then on the next date for the payment of Rent after Lessor makes such judgment, Lessee shall pay to Lessor the Rent due on that date plus the Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred and any Item other sums due hereunder with respect to that Equipment (including less any insurance proceeds and proceeds actually paid to Lessor). Upon making such payment in respect of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of the Equipment. If no Event of Default has occurred , this Lease and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount obligation to make future Rent payments shall terminate solely with respect to any Agreement in accordance with Section 9, and the payment items of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentEquipment paid for.

Loss and Damage. Borrower (a) The Borrowers shall bear the entire risk of loss, theft, damage to confiscation, taking, unavailability, damage, or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Equipment Financing Document in any such event. (b) The Borrowers shall provide prompt written notice to Trinity of any Total Loss or any material damage to the Equipment. The Borrowers shall provide any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Parent shall or shall cause the applicable Borrower to repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Agreement. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon the actual or constructive total loss of any item of the Equipment, the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next payment date following a Total Loss (a “Loss Payment Date”), (i) the Borrowers shall jointly and severally pay to a Casualty Event (however Trinity the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Payments due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or which the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default Total Loss has occurred and is continuing and no event or condition has occurred that (the “Lost Equipment”), together with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount any Other Payments due hereunder with respect to any Agreement the Lost Equipment or (ii) if applicable, notify Trinity in accordance writing that the Borrowers have received or reasonably expect to receive proceeds of insurance with Section 9, respect to the Lost Equipment (provided that (x) the Borrowers shall continue to timely make all Basic Payments and Other Payments with respect to the payment of any and all other amounts Lost Equipment as they become due and payable and (y) if the Borrowers have not replaced such Lost Equipment and delivered an update to Lenderthe Schedule that includes substantially equivalent equipment, Lender with substantially the same value, acceptable to Trinity, within three (3) months after the date of the date of the casualty event (the “Replacement End Date”), then the Borrowers shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to make the payments specified clause (i) as if the Total Loss had occurred on the Replacement End Date. Upon making such payment., the Borrowers’ obligation to pay future Basic Payments

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A "TOTAL LOSS" shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a "LOSS PAYMENT DATE"), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the "LOST Equipment"), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee's obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor's right, title and interest in the Lost Equipment, "AS IS WHERE IS", but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, "STIPULATED LOSS VALUE" shall mean the product of condemnation the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to and accepted by Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (i) the actual or constructive total loss of any item of the Equipment, (ii) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (iii) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. (e) On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or which the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default Total Loss has occurred and is continuing and no event or condition has occurred that (the “Lost Equipment”), together with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any Agreement third party insurance carrier in accordance with Section 9order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth on the schedule of Stipulated Loss Values attached to such Schedule. After the final rent payment date of the original term or any renewal term of a Schedule, the Stipulated Loss Value shall be determined as of the last rent payment date during the applicable term of such Schedule, and the payment applicable percentage factor shall be the last percentage factor set forth on the schedule of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior Stipulated Loss Values attached to such paymentSchedule.

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear indemnify and hold Lessor harmless for losses arising from the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and Lessee shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event Lessor the Basic Rent due on that date plus the greater of the (however i) Stipulated Loss Value of or (ii) the prepayment premium entire amount of insurance proceeds received by Lessee in connection with any Total Loss or other loss or damage to the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Notwithstanding anything to the contrary provided herein, to the extent any insurance proceeds are received by Lessee in connection with the Equipment, such proceeds shall be immediately remitted to Lessor to be credited against the amounts owed under this Lease, as determined by Lessor in its sole an absolute discretion. Upon making such payment, (i) the balance owed under the Lease shall not be re-amortized; rather, the payment shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the Termination Value (defined below); (ii) Lessee shall remain liable for, and pay as and when due, all future Basic Rent and all Other Payments until paid in full in accordance with Section 3(c)(iiithe terms of this Lease, and (iii) will be equal Lessor shall terminate its interest in any Lost Equipment to zero percent (0%) the extent it is paid off in full as determined by Lessor, "AS IS WHERE IS", and “WITH ALL FAULTS”, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. As used in this Lease, "Stipulated Loss Value" shall mean the product of the principal amount prepaid) Any proceeds received portion of the Total Invoice Cost allocated to the Lost Equipment as determined by Lender Lessor in its sole discretion, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or Borrower as any renewal term of a Schedule, the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or which the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default Total Loss has occurred and is continuing and no event or condition has occurred that (the “Lost Equipment”), together with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall terminate its interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any Agreement third party insurance carrier in accordance with Section 9order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or any renewal term of a Schedule, the Stipulated Loss Value shall be determined as of the last rent payment date during the applicable term of such Schedule, and the payment applicable percentage factor shall be the last percentage factor set forth in the Schedule of any and all other amounts due and payable to Lender, Lender shall release its security interest Stipulated Loss Values incorporated in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.Schedule. (e) Lessor shall

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear indemnify and hold Lessor harmless for losses arising from the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and Lessee shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event Lessor the Basic Rent due on that date plus the greater of the (however i) Stipulated Loss Value of or (ii) the prepayment premium entire amount of insurance proceeds received by Lessee in connection with any Total Loss or other loss or damage to the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Notwithstanding anything to the contrary provided herein, to the extent any insurance proceeds are received by Lessee in connection with the Equipment, such proceeds shall be immediately remitted to Lessor to be credited against the amounts owed under this Lease, as determined by Lessor in its sole an absolute discretion. Upon making such payment, (i) the balance owed under the Lease shall not be re-amortized; rather, the payment shall be applied to amounts due under the Lease in inverse chronological order of the Lease termination date, commencing first with the Termination Value (defined below); (ii) Lessee shall remain liable for, and pay as and when due, all future Basic Rent and all Other Payments until paid in full in accordance with Section 3(c)(iiithe terms of this Lease, and (iii) will be equal Lessor shall terminate its interest in any Lost Equipment to zero percent (0%) the extent it is paid off in full as determined by Lessor, "AS IS WHERE IS", and “WITH ALL FAULTS”, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. As used in this Lease, "Stipulated Loss Value" shall mean the product of the principal amount prepaid) Any proceeds received portion of the Funding Amount allocated to the Lost Equipment as determined by Lender Lessor in its sole discretion, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or Borrower as any renewal term of a Schedule, the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of condemnation or requisition) the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the original term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in partsuch Schedule. If Lessee exercises its option to renew the term of a Schedule, the Stipulated Loss Value applicable during such renewal term shall be determined by mutual agreement of Lessor and Lessee as evidenced by an amended Schedule of Stipulated Loss Values to be incorporated in such Schedule. (ae) repair or replace such Item or Lessor shall be under no duty to Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees loss or damage but upon request from Lessee, Lessor shall assign to effectively enforce LxxxxxLessee all of Lessor’s right, title and interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.claim (subject

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall terminate its interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of condemnation the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the applicable term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next Rent payment date that is within sixty-five (65) days following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event Lessor the Basic Rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss has occurred (however the prepayment premium “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. From the date the Total Loss occurs until such time as all sums set forth in this clause (d) are paid in full to Lessor, Lessee shall continue to pay Rent to Lessor in accordance with Section 3(c)(iiithe terms of this Lease. Upon making such payment, (i) will be equal Lessee’s obligation to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event pay future Basic Rent shall terminate solely with respect to any Item (including insurance proceeds and proceeds the items of condemnation or requisition) Lost Equipment so paid for, but Lessee shall be applied at Borrower’s electionremain liable for, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.and

Loss and Damage. Borrower shall bear the entire risk of loss, theft, damage to or destruction of the Equipment (including any condemnation, seizure, or requisition of title or use) (collectively collectively, a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender of any insurance claim and of any Casualty Event resulting in five two hundred fifty thousand dollars ($5,000.00250,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and and, at the option of Lender, Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount Amount. As used herein, “Payoff Amount” means an amount, calculated by Lender as of the date of payment of the Payoff Amount, equal to the sum of (i) any accrued and unpaid Payments (including the Early Termination Fee (without duplication), if any due, on a pro-rata basis such date) or other amounts due under or with the respect to value any Agreement; plus (ii) all Payments due and payable after such date. Lender may require that Borrower perform option (c) hereof regardless of whether all or only a portion of the Equipment subject to an Agreement experiences a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) of the principal amount prepaid) Event. Any proceeds received by Lender or Borrower as the result of an a Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at BorrowerLender’s election, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including reasonable and documented Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce LxxxxxLender’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9Agreement, and the payment of any and all other amounts due and payable to Lender hereunder, Lender, Lender shall release its ’s security interest in such ItemsItems shall be automatically released; provided that BxxxxxxxBorrower’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon the actual or constructive total loss of any item of the Equipment, the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to Lessor the Basic Rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment “AS IS WHERE IS”, but subject to a Casualty Event (however the prepayment premium requirements of any third party insurance carrier in accordance with Section 3(c)(iii) will be equal order to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of settle an Casualty Event insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean, with respect to any Item Equipment on a Schedule, as of the Loss Payment Date, the product of (i) the sum of any accrued and unpaid Rent, plus the present value as of such date of the total Basic Rent for the then remaining term of such Schedule, plus Lessor’s reasonable estimate at the time the Schedule was entered into of Lessor’s residual interest in the Equipment, plus the present value of the Other Payments (other than Basic Rent) to become due during the balance of the term of the applicable Schedule, including insurance proceeds amounts such as future taxes and proceeds (ii) the percentage of condemnation the Total Invoice Cost of the Lost Equipment divided by the Total Invoice Cost applicable to such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s election, in whole or in part, determined as of the last rent payment date during the applicable term of such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease . (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon the actual or constructive total loss of any item of the Equipment, the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to Lessor the Basic Rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment “AS IS WHERE IS”, but subject to a Casualty Event (however the prepayment premium requirements of any third party insurance carrier in accordance with Section 3(c)(iii) will be equal order to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of settle an Casualty Event insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean, with respect to any Item Equipment on a Schedule, as of the Loss Payment Date, the product of (i) the sum of any accrued and unpaid Rent, plus the present value as of such date of the total Basic Rent for the then remaining term of such Schedule, plus Lessor’s estimate at the time the Schedule was entered into of Lessor’s residual interest in the Equipment, plus the present value of the Other Payments (other than Basic Rent) to become due during the balance of the term of the applicable Schedule, including insurance proceeds amounts such as future taxes and proceeds (ii) the percentage of condemnation the Total Cost of the Lost Equipment divided by the Total Cost applicable to such Schedule. After the final rent payment date of the original term or requisition) any renewal term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s election, in whole or in part, determined as of the last rent payment date during the applicable term of such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentdamage.

Loss and Damage. Borrower shall bear Lessee assumes the entire risk of loss, theft, direct and consequential loss and damage to the Equipment. Except as provided in this Section for discharge upon payment of Stipulated Loss Value, no loss or damage to the Equipment or any part thereof shall release or impair any obligations of Lessee under this Lease. Lessee agrees that Lessor shall not incur any liability to Lessee for any loss of business, loss of profits, expenses, or any other Claims resulting to Lessee by reason of any failure of or delay in delivery or any delay caused by any non-performance, defective performance, or breakdown of the Equipment, nor shall Lessor at any time be responsible for personal injury or the loss or destruction of any other property resulting from the Equipment. (a) In the event of loss or damage to any item of Equipment which does not constitute a Total Loss (as hereinafter defined), Lessee shall, at its sole cost and expense, promptly repair and restore such item of the Equipment to the condition required by this Lease. Upon receipt of evidence reasonably satisfactory to Lessor of completion of such repairs, Lessor will promptly forward to Lessee all such insurance proceeds received by Lessor. (including b) Upon the occurrence of the actual or constructive total loss of any item of the Equipment, or the loss, disappearance, theft or destruction of any item of the Equipment or damage to any item of the Equipment to such extent as shall make repair thereof uneconomical or shall render any item of the Equipment permanently unfit for normal use for any reason whatsoever, or the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender taking of use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority (as established to the reasonable satisfaction of Lessor; any such occurrence being herein referred to as a Casualty Event (however "Total Loss"), during the prepayment premium in accordance with Section 3(c)(iii) will be equal term of this Lease, Lessee shall give prompt notice thereof to zero percent (0%) Lessor. On the next date for the payment of rent, Lessee shall pay to Lessor the Rent due on that date plus the Stipulated Loss Value of the principal amount prepaiditem or items of the Equipment with respect to which the Total Loss has occurred and any other sums due hereunder with respect to that Equipment (less any insurance proceeds or condemnation award actually paid). Upon making such payment, this Lease and the obligation to make future rental payments shall terminate solely with respect to the Equipment or items thereof so paid for and (to the extent applicable) Any proceeds received by Lender Lessee shall become entitled thereto AS IS WHERE IS without warranty, express or Borrower as the result of an Casualty Event implied, with respect to any Item matter whatsoever. Lessor shall deliver to Lessee such documents and instruments as reasonably may be required, releasing, transferring and assigning to Lessee without recourse or warranty, all of Lessor's interest in and to such Equipment. Lessor shall not be required to make and may specifically disclaim any representation or warranty as to the condition of the Equipment or any other matters. As used in this Lease, "Stipulated Loss Value" shall mean the product of the Total Invoice Cost (including insurance proceeds designated on the appropriate Equipment Schedule) of the Equipment and proceeds the applicable percentage factor set forth on the Schedule of condemnation or requisition) Stipulated Loss Values attached to the Equipment Schedule. Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the next date on which a payment of Rent is or would be due after a Total Loss or other termination of an Equipment Schedule, in whole or in part, to (a) repair or replace such Item or any part thereof, or (b) satisfy any after payment of any of Borrower’s ObligationsRent due on such date, and the applicable percentage factor shall be that which is set forth with respect to such Rent payment. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the After payment of the Payoff Amount with respect to final payment of Rent due under the original term of this Lease and during any Agreement in accordance with Section 9renewal term thereof (if applicable), Stipulated Loss Value shall be determined as of the date of termination of such Equipment Schedule (absent any renewal thereof) or, if during a renewal term, on the next date on which a payment of Rent is or would be due after a Total Loss or other termination of such renewal term, after payment of any Rent due on such date, and the payment applicable percentage factor shall be the last percentage factor set forth on the Schedule of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior Stipulated Loss Values attached to such paymentEquipment Schedule.

Loss and Damage. Borrower (a) At all times until the Equipment is returned to Lessor in accordance with this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event, (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges, (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease, (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender use of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage to any Item of Equipment, and inform Lender of the circumstances and extent of the Casualty Event and Borrower shall at its election (a) place such Equipment in good repair and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value item of the Equipment subject or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (a “Loss Payment Date”), Lessee shall pay to a Casualty Event (however Lessor the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) Basic Rent due on that date plus the Stipulated Loss Value of the principal amount prepaid) Any proceeds received by Lender item or Borrower as items of the result of an Casualty Event Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Item Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (including i) Lessee’s obligation to pay future Basic Rent shall terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall remain liable for, and pay as and when due, all Other Payments, and (ii) Lessor shall convey to Lessee all of Lessor’s right, title and interest in the Lost Equipment, “AS IS WHERE IS”, but subject to the requirements of any third party insurance proceeds and proceeds carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of condemnation or requisition) the Total Invoice Cost of the Lost Equipment, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Schedule. After the final rent payment date of the original term of a Schedule, the Stipulated Loss Value shall be applied at Borrower’s electiondetermined as of the last rent payment date during the original term of such Schedule, and the applicable percentage factor shall be the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in partsuch Schedule. If Lessee exercises its option to renew the term of a Schedule, the Stipulated Loss Value applicable during such renewal term shall be determined by mutual agreement of Lessor and Lessee as evidenced by an amended Schedule of Stipulated Loss Values to be incorporated in such Schedule, (ae) repair or replace such Item or Lessor shall be under no duty to Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees loss or damage but upon request from Lessee, Lessor shall assign to effectively enforce LxxxxxLessee all of Lessor’s right, title and interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such payment.claim (subject

Loss and Damage. Borrower shall bear Lessee hereby assumes the entire risk of damage to or loss of the Equipment or any item thereof from any cause whatsoever, whether or not insured against, from and after the date the Equipment is delivered to the Equipment Location until returned to Lessor. No loss, theft, damage to or destruction of the Equipment (including any condemnation, seizure, Master Lease Agreement Rev. 08-04-2017 Page 6 shall alter or requisition of title or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender Lessee of any insurance claim obligation under this Lease, which shall continue in full force and effect. Lessee agrees to give Lessor prompt notice of any Casualty Event resulting in five thousand dollars ($5,000.00) damage to or more loss of the Equipment. In the event of damage to any Item part of the Equipment, and inform Lender Lessee shall immediately place the same in good repair at Lessee’s expense. In the event of damage to or loss of the circumstances Equipment or any item thereof, and extent irrespective of payment from any insurance coverage maintained by the Casualty Event and Borrower shall Lessee, but applying full credit therefor, Lessee shall, at its election the option of Lessor, (a) place such the Equipment in good repair repair, condition and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such the Equipment with like Equipment that is at least of the same utilityidentical equipment in good repair, value condition and marketability, with working order and transfer clear title to such replacement equipment to Lessor, whereupon such replacement equipment shall be deemed the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; for all purposes hereof, or (c) promptly pay Lessor in cash the following: (i) all amounts due by Lessee to Lender an amount under the applicable Agreement equal Lessor with respect to this Lease up to the Payoff Amount calculated on a pro-rata basis date of the loss; plus (ii) the total amounts due for the remaining term of this Lease attributable to said items; plus (iii) Lessor’s estimate of Lessor’s residual interest in the Equipment as of the Commencement Date (the “Residual Value”), which will be determined at Lessor’s sole discretion. Upon Lessor’s receipt of such payment, this Lease shall terminate only with the respect to value such Equipment so paid for, and Lessee shall become entitled to title thereto, AS IS, WHERE IS, and without any warranty whatsoever, express or implied. Proceeds of insurance shall be paid to Lessor with respect to such repairable damage to the Equipment and shall, at the election of Lessor, be applied either to the repair of the Equipment subject by payment by Lessor directly to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal party completing the repairs, or to zero percent (0%) the reimbursement of Lessee for the principal amount prepaid) Any proceeds received by Lender or Borrower as the result cost of an Casualty Event with respect such repairs; provided, however, that Lessor shall have no obligation to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace make such Item payment or any part thereof, or (b) satisfy any thereof until receipt of any of Borrower’s Obligations. Borrower such evidence as Lessor shall also pay any reasonable costs deem satisfactory that such repairs have been completed and expenses (including Attorneys’ Fees or the cost further provided that Lessor may apply such proceeds to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any rent or other sum due or to become due hereunder if at the time such proceeds are received by Lessor there shall have occurred any Event of Default or any event which with lapse of time or notice, or both, would become and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentEvent of Default.

Loss and Damage. Borrower shall bear Lessee hereby assumes the entire risk of damage to or loss of the Equipment or any item thereof from any cause whatsoever, whether or not insured against, from and after the date the Equipment is delivered to the Equipment Location until returned to Lessor. No loss, theft, damage to or destruction of the Equipment (including any condemnation, seizure, Master Lease AgreementRev. 08-04-2017Page 6 shall alter or requisition of title or use) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender Lessee of any insurance claim obligation under this Lease, which shall continue in full force and effect. Lessee agrees to give Lessor prompt notice of any Casualty Event resulting in five thousand dollars ($5,000.00) damage to or more loss of the Equipment. In the event of damage to any Item part of the Equipment, and inform Lender Lessee shall immediately place the same in good repair at Lessee’s expense. In the event of damage to or loss of the circumstances Equipment or any item thereof, and extent irrespective of payment from any insurance coverage maintained by the Casualty Event and Borrower shall Lessee, but applying full credit therefor, Lessee shall, at its election the option of Lessor, (a) place such the Equipment in good repair repair, condition and working order so that the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such the Equipment with like Equipment that is at least of the same utilityidentical equipment in good repair, value condition and marketability, with working order and transfer clear title to such replacement equipment to Lessor, whereupon such replacement equipment shall be deemed the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; for all purposes hereof, or (c) promptly pay Lessor in cash the following: (i) all amounts due by Lessee to Lender an amount under the applicable Agreement equal Lessor with respect to this Lease up to the Payoff Amount calculated on a pro-rata basis date of the loss; plus (ii) the total amounts due for the remaining term of this Lease attributable to said items; plus (iii) Lessor’s estimate of Lessor’s residual interest in the Equipment as of the Commencement Date (the “Residual Value”), which will be determined at Lessor’s sole discretion. Upon Lessor’s receipt of such payment, this Lease shall terminate only with the respect to value such Equipment so paid for, and Lessee shall become entitled to title thereto, AS IS, WHERE IS, and without any warranty whatsoever, express or implied. Proceeds of insurance shall be paid to Lessor with respect to such repairable damage to the Equipment and shall, at the election of Lessor, be applied either to the repair of the Equipment subject by payment by Lessor directly to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal party completing the repairs, or to zero percent (0%) the reimbursement of Lessee for the principal amount prepaid) Any proceeds received by Lender or Borrower as the result cost of an Casualty Event with respect such repairs; provided, however, that Lessor shall have no obligation to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace make such Item payment or any part thereof, or (b) satisfy any thereof until receipt of any of Borrower’s Obligations. Borrower such evidence as Lessor shall also pay any reasonable costs deem satisfactory that such repairs have been completed and expenses (including Attorneys’ Fees or the cost further provided that Lessor may apply such proceeds to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event or condition has occurred that with notice and/or passage of time could constitute an Event of Default, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9, and the payment of any rent or other sum due or to become due hereunder if at the time such proceeds are received by Lessor there shall have occurred any Event of Default or any event which with lapse of time or notice, or both, would become and all other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentEvent of Default.

Loss and Damage. Borrower (a) At all times during the term of this Lease, Lessee shall bear the entire risk of loss, theft, confiscation, taking, unavailability, damage to or partial destruction of the Equipment and shall not be released from its obligations under any Schedule or other Lease Document in any such event. (b) Lessee shall provide prompt written notice to Lessor of any Total Loss or any material damage to the Equipment. Any such notice must be provided together with any damage reports provided to any governmental authority, the insurer or Supplier, and any documents pertaining to the repair of such damage, including copies of work orders, and all invoices for related charges. (c) Without limiting any other provision hereof, Lessee shall repair all damage to any item of Equipment from any and all causes, other than a Total Loss, so as to cause it to be in the condition and repair required by this Lease. (d) A “Total Loss” shall be deemed to have occurred to an item of Equipment upon: (1) the actual or constructive total loss of any item of the Equipment, (2) the loss, disappearance, theft or destruction of any item of the Equipment, or damage to any item of the Equipment that is uneconomical to repair or renders it unfit for normal use, or (3) the condemnation, confiscation, requisition, seizure, forfeiture or requisition other taking of title to or use) use of any item of the Equipment or the imposition of any Lien thereon by any governmental authority. On the next rent payment date following a Total Loss (collectively a “Casualty EventLoss Payment Date”), Lessee shall pay to Lessor the Basic Rent due on that date plus the Stipulated Loss Value of the item or items of the Equipment with respect to which the Total Loss has occurred (the “Lost Equipment”), together with any Other Payments due hereunder with respect to the Lost Equipment. Upon making such payment, (i) from any cause whatsoever. No Casualty Event Lessee’s obligation to pay future Basic Rent shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower terminate solely with respect to the items of Lost Equipment so paid for, but Lessee shall immediately notify Lender of any insurance claim remain liable for, and of any Casualty Event resulting pay as and when due, all Other Payments, and (ii) Lessor shall terminate its interest in five thousand dollars ($5,000.00) or more of damage to any Item of the Lost Equipment, and inform Lender convey such interest to Lessee on an “AS IS, WHERE IS” basis without representation and warranty of any kind other than the Equipment being free of Liens created by or arising through Lessor, but subject to the requirements of any third party insurance carrier in order to settle an insurance claim. As used in this Lease, “Stipulated Loss Value” shall mean the product of the circumstances and extent Total Invoice Cost of the Casualty Event and Borrower shall at its election (a) place Lost Equipment as set forth in the applicable Schedule, times the percentage factor applicable to the Loss Payment Date, as set forth in the Schedule of Stipulated Loss Values incorporated in such Equipment in good repair and working order so that Schedule. After the Equipment is of at least the same utility, value and marketability, subject to reasonable wear and tear; or (b) replace such Equipment with like Equipment that is at least final rent payment date of the same utilityoriginal term or any renewal term of a Schedule, value and marketability, with clear title to the replacement Equipment in Borrower and not subject to any security interest by any other party other than Lender; or (c) promptly pay to Lender an amount under Stipulated Loss Value shall be determined as of the last rent payment date during the applicable Agreement equal to term of such Schedule, and the Payoff Amount calculated on a pro-rata basis with the respect to value of the Equipment subject to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) applicable percentage factor shall be applied at Borrower’s election, the last percentage factor set forth in whole or the Schedule of Stipulated Loss Values incorporated in part, such Schedule. (e) Lessor shall be under no duty to (a) repair or replace such Item or Lessee to pursue any part thereof, or (b) satisfy claim against any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender person in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs a Total Loss or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If no Event of Default has occurred and is continuing and no event loss or condition has occurred that with notice and/or passage of time could constitute an Event of Defaultdamage but will, upon the payment of the Payoff Amount with respect to any Agreement in accordance with Section 9Lessee’s request, assign, on an “AS IS, WHERE IS” basis without representation and the payment warranty of any and all kind, any claim that may arise in connection with a Total Loss or other amounts due and payable to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentloss or damage.

Loss and Damage. Borrower shall Lessee agrees to assume and bear the entire risk of any partial or complete loss with respect to the Equipment from any and every cause whatsoever including theft, loss, theftdamage, destruction or governmental taking, whether or not such loss is covered by insurance or caused by any default or neglect of Lessee Lessee agrees to give Lessor prompt notice of any damage to or destruction loss of any Equipment. All physical damage insurance proceeds shall be payable directly to Lessor. If any of the Equipment is lost, destroyed, damaged beyond repair, or taken by governmental action, Lessee shall pay to Lessor on the next rent payment date following such loss or taking the Stipulated Loss Value for such Equipment (computed as of the rent payment date on or immediately preceding the date of such loss or taking), and any other amounts then due and owing hereunder (including any condemnation, seizure, all rent payments due on or requisition prior to the date of title or usesuch Stipulated Loss Value payment) (collectively a “Casualty Event”) from any cause whatsoever. No Casualty Event shall relieve Borrower from making any Payment or any other obligations hereunder. Borrower shall immediately notify Lender of any insurance claim and of any Casualty Event resulting in five thousand dollars ($5,000.00) or more of damage with respect to any Item of that Equipment, and inform Lender the Lease for such Equipment shall terminate when such payment is made. Following payment of the circumstances any Stipulated Loss Value, and extent if no Event of the Casualty Event Default as defined in Section 10 has occurred and Borrower shall at its election remains continuing, Lessor will then: (a) place transfer to Lessee Lessor's rights to such Equipment in good repair "as-is, where-is and working order so with all defects," without recourse and without representation or warranty, express or implied, other than a warranty that the Equipment is free and clear of at least any liens created by Lessor; and (b) remit to Lessee any physical damage insurance proceeds arising out of such loss up to the same utility, value and marketabilityamount of the Stipulated Loss Value paid. Lessee shall determine in the exercise of its reasonable judgment whether the Equipment is damaged beyond repair, subject to reasonable wear and tear; Lessor's approval. In the event of damage or (b) replace such Equipment with like Equipment that is at least of the same utility, value and marketability, with clear title to the replacement Equipment loss which does not result in Borrower and not subject to any security interest by any other party other than Lender; damage beyond repair or (c) promptly pay to Lender an amount under the applicable Agreement equal to the Payoff Amount calculated on a pro-rata basis with the respect to value total loss of the Equipment subject to a Casualty Event (however the prepayment premium in accordance with Section 3(c)(iii) will be equal to zero percent (0%) of the principal amount prepaid) Any proceeds received by Lender or Borrower as the result of an Casualty Event with respect to any Item (including insurance proceeds and proceeds of condemnation or requisition) shall be applied at Borrower’s election, in whole or in part, to (a) repair or replace such Item or any part item thereof, or Lessee shall cause the affected Equipment to be restored to the condition required by the terms of this Lease. Upon completion of such repair and after supplying Lessor with satisfactory evidence thereof (b) satisfy any of any of Borrower’s Obligations. Borrower shall also pay any reasonable costs and expenses (including Attorneys’ Fees or the cost to engage an attorney even if no suit or claim is filed) incurred by Lender in connection with its exercise or protection of its rights and interests hereunder, including without limitation titling costs or other fees to effectively enforce Lxxxxx’s interest in any item of Equipment. If provided no Event of Default has occurred and is continuing and no event remains continuing), Lessee shall be entitled to receive any insurance proceeds or condition has occurred that other recovery to which Lessor would otherwise be entitled in connection with notice and/or passage such loss up to the amount expended by Lessee in making the repair. Lessor shall not be obligated to undertake by litigation or otherwise the collection of time could constitute an Event of Defaultany claim against any person for loss of, upon the payment damage to, or governmental taking of the Payoff Amount Equipment, but Lessor will cooperate with respect Lessee at Lessee's expense to any Agreement in accordance with Section 9pursue such claims. Except as expressly provided above, and the payment total or partial destruction of any and all other amounts due and payable Equipment or Lessee's total or partial loss of use or possession thereof shall not release or relieve Lessee from its obligations under this Master Lease or any Schedule including the duty to Lender, Lender shall release its security interest in such Items; provided that Bxxxxxxx’s Obligations with respect to taxes, indemnities and reimbursements hereunder shall survive with respect to all periods prior to such paymentpay the rent(s) herein provided.