Common use of USE AND MAINTENANCE Clause in Contracts

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, consistent with Lessee's past practice, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, consistent with Lessee's past practice, (B) the requirements of Section 6 of this Leaseall applicable insurance policies, (C) all applicable laws, and (D) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (ii) without limiting the generality foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear; (3) not change the location of subsection any Equipment as specified in the Equipment Schedule without prior written notice to Lessor; (a4) not attach or incorporate the Equipment to or in any other item of Section 4 equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of this Leasesuch other item of equipment; and (5) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor followed by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor. (b) Within a reasonable time, Lessee agrees will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by new or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to comply strictly the parts replaced. Title to all replacement parts and in all respects with all Applicable Laws (including all Environmental Laws) pertaining permanent improvements, or attachments to the Equipment which cannot be removed without damaging the Equipment, immediately shall vest in Lessor, without cost or related property (without regard expense to which person Lessor or any further action by any other person, and such Applicable Laws shallparts, by their terms, be nominally imposed), unless Lessee improvements and additions shall be contesting deemed incorporated in the validity thereof in good faith Equipment and by appropriate proceedingssubject to the terms of this Lease as if originally leased hereunder, but only so long as Lessee's failure if such parts are essential to so comply during the existence of such proceedings shall not (i) involve any material risk operation of the sale, forfeiture Equipment or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, cannot be detached from the creation of any Lien (other than a Permitted Lien) on or Equipment without materially interfering with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk operation of the imposition of civil Equipment or criminal fines or penalties on Lessoradversely affecting the value, Lessee, or generally to utility and remaining useful life which the operators or holders of title to or other interests in Equipment would have had without the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphthereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable LawsEquipment without prior written notice to Lessor, as they may provided that such material alterations do not adversely affect Lesseethe value, utility and remaining useful life which the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon would have had without the written request of Lessor, from time to timeaddition thereof. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree of certainty the presence default or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyinspection by Lessor shall be required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk use the Equipment solely in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner and not discontinue use of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, ; (ii) result inoperate, or involve any substantial probability of resulting inmaintain, inspect, service, repair, overhaul and test the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials relating thereto, in accordance with (1) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments, supplements, renewals or replacements thereof, issued by the manufacturer or service provider, (2) the requirements of all applicable insurance policies, (3) the Purchase Documents, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (4) Applicable Laws, and (5) consistent with the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (iii) not change the location of any Equipment as specified in the Equipment Schedule without the prior written consent of Lessor; (iv) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; (v) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor or its designee followed by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor, and (vi) cause the Equipment to be kept and maintained in good operating condition and in the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof. With respect to Lessee's agreement in subclause (ii) above to maintain, inspect, service, repair, overhaul and test each item of Equipment in accordance with sub-subclauses (1), (3) and (5), Lessee shall undertake and be responsible for the foregoing in exchange for a credit to Lessee's rental obligations the amount of which has been calculated and agreed to by both Lessee and Lessor as fair and complete consideration for such undertaking and responsibility as it may now and hereafter exist (including the payment of all charges, fees, costs and expenses relating thereto), and accounted for in the amount of Basic Rent Lessee has agreed to pay for such item of Equipment by its execution and delivery of the Equipment Schedule relating thereto. In furtherance of the foregoing, Lessee acknowledges and agrees that (A) the credit provided for in the preceding sentence shall fully discharge Lessor for all purposes from performing or complying with any of the obligations specified in such sentence (to the extent Lessor would be deemed to have had any responsibility therefor), and (B) it shall also undertake, be responsible for and otherwise fully perform and comply with all of the obligations provided for herein that are not specified in the preceding sentence, and that it shall not be entitled to any credit or other compensation with respect thereto, nor shall Lessor have any responsibility to Lessee or any other person with respect to the performance or non-performance of, or compliance or non-compliance with, any of such obligations, or any other obligations not expressly assumed by it hereunder. (b) If any parts of the Equipment become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts with replacement parts that are free and clear of all Liens and have a value and utility at least equal to the value, condition and utility that such replaced parts would have had if maintained in the condition and repair required by the terms hereof. In the event that any Governmental Authority having jurisdiction Applicable Law requires alteration or modification to the Equipment, Lessee will conform thereto or obtain conformance therewith, and shall otherwise cause the altered or modified Equipment to comply with the provisions hereof. With respect to parts, additions or improvements which are added to the Equipment that are essential to the operation of the Equipment, are necessary to cause it to be maintained in respect compliance with the provisions of any this Lease or which cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, condition and utility which the Equipment would have had without the addition thereof, title thereto shall immediately vest in Lessor to the same extent and with the same priority as Lessor holds in the Equipment, without regard cost or expense to which person Lessor, or any further action by any other person, and such requirements shallparts, by their termsimprovement and additions shall be deemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder. Lessor agrees that upon Lessee's replacing a part in full compliance with the provisions of this subsection (b), be nominally imposedall of Lessor's right, title and interest in and to any part so replaced shall without further action vest in Lessee "AS IS, WHERE IS," and otherwise subject to the provisions of Section 7 hereof. Lessee will procure shall not make any material alterations to the Equipment without the prior written consent of Lessor, which consent shall not be unreasonably withheld. (c) Upon the twenty-four (24) hours' written or telephonic request of Lessor, Lessee shall provide to Lessor any information reasonably requested by Lessor pertaining to the Equipment or Lessee, including, the location and pay condition of the Equipment. Upon reasonable advance notice (which the parties agree shall be no less than forty-eight (48) hours' written or telephonic request) Lessee shall afford Lessor access to Lessee's premises where the Equipment is located for the purpose of inspecting such Equipment, all applicable maintenance and other records, Permits, licenses and any notices or directives from any manufacturer, vendor, service provider or Governmental Authority, at any reasonable time during normal business hours; provided, however, if a Default or default shall have occurred and be continuing, no notice of any inspection by Lessor shall be required. In the event Lessee fails or is unable to perform any of its obligations hereunder, Lessor shall have the right, but not the obligation, to perform the same, and Lessee shall forthwith reimburse Lessor on an after-tax basis, as Supplemental Rent, for all Permitscosts and expenses incurred by Lessor in performing the same. Lessor shall not have any duty to make or cause to be made any inspection, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant of any nature or description with respect to the first sentence of this paragraph. Lessee shall promptly forward Equipment, or the related property or to Lessor copies of all orders, notices, Permits, applications incur any cost or other communications and reports expense in connection with any discharge Lease Document and Lessor shall not incur any liability or the presence obligation to any person by reason of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's doing, causing to be done or Lessee's rightfailing to do any of the foregoing, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyits discretion.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in this Section, Lessee shall not make any material alterations to the Equipment that diminishes its use or appropriate in connection with any value. (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this LeaseExcept as may be otherwise specified on any Schedule, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) manufacturer’s recommendations, (iv) the original purchase agreement under which such Equipment was acquired, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien as and if applicable, (other than a Permitted Lienv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiivi) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to which person the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment into any property except for other Equipment in such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any a manner that the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant deemed to the first sentence have become an accession to or a part of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or such other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.

USE AND MAINTENANCE. In addition to (a) Lessee shall (1) use the Equipment solely in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner (and shall not permanently discontinue use of the Equipment); (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 all applicable insurance policies, (C) the Supply Contract, so as to preserve all of this LeaseLessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (ii) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) not change the location of any Equipment as specified in the Equipment Schedule without the prior written consent of Lessor; (4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; and (5) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor followed by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor. (b) Lessee, within a reasonable time, will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by replacement parts which are free and clear of all respects with liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to the parts replaced. Title to all Applicable Laws (including all Environmental Laws) pertaining parts, improvements and additions to the Equipment immediately shall vest in Lessor, without cost or related property (without regard expense to which person Lessor or any further action by any other person, and such Applicable Laws shallparts, by their terms, improvements and additions shall be nominally imposeddeemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder. Except to the extent the same are replaced in accordance with this Section 7(b), unless Lessee shall be contesting not detach or otherwise remove any parts originally or from time to time attached to the validity thereof in good faith and by appropriate proceedingsEquipment, but only so long as Lessee's failure if such parts are essential to so comply during the existence of such proceedings shall not (i) involve any material risk operation of the sale, forfeiture Equipment or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, cannot be detached from the creation of any Lien (other than a Permitted Lien) on or Equipment without materially interfering with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk operation of the imposition of civil Equipment or criminal fines or penalties on Lessoradversely affecting the value, Lessee, or generally to utility and remaining useful life which the operators or holders of title to or other interests in Equipment would have had without the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphthereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, Equipment without the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the prior written request consent of Lessor, from time not to timebe unreasonably withheld. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable records at any reasonable time during normal business hours; provided, however, if a default or environmental audit reports prepared by an environmental engineering firm acceptable to LessorDefault shall have occurred and then be continuing, to assess with a reasonable degree of certainty the presence or absence no notice of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyinspection by Lessor shall be required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the applicable Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of the salesubsequent amendments or replacements thereof, forfeiture issued by any Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; (5) not allow any Hazardous Material (as hereafter defined) to be used, generated, released, stored, disposed of or transported in, on or around the Equipment. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, be nominally imposed. Lessee will procure utility and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant remaining useful life at least equal to the first sentence of parts replaced (assuming that they were in the condition required by this paragraphLease). Lessee Any modification or addition to the Equipment that is required by this Lease shall promptly forward be made by Lessee. Title to all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or from time to time attached to the Environmental Laws Equipment, if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or similar Applicable Laws, as they may affect Lessee, cannot be detached from the Equipment without materially interfering with the operation of the Equipment or Lessor's or Lessee's rightadversely affecting the value, title, or interest thereinutility and remaining useful life which the Equipment would have had without the addition of such parts. Promptly upon the written request of Lessor, from time to timeExcept as permitted in this Section, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of not make any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining material alterations to the Equipment or related propertyEquipment.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. , Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, replacement,- renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertypropertv.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the applicable Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of the salesubsequent amendments or replacements thereof, forfeiture issued by any Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair (b) Within a reasonable time, Lessee will replace any parts of the imposition Equipment which become worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by new or reconditioned replacement parts which are free and clear of civil all Liens, other than the Permitted Liens, and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or criminal fines or penalties on addition to the Equipment that is required by this Lease shall be made by Lessee. Title to all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, Lesseewithout any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or generally from time to time attached to the operators or holders Equipment, if such parts are essential to the operation of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials are required by any Governmental Authority having jurisdiction other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any reasonable time during normal business hours; provided, however, if a Default or Event of Default shall have occurred and then be maintained in respect continuing, no notice of any inspection by Lessor shall be required. If any discrepancies are found as they pertain to the general condition of the Equipment, without regard Lessor will communicate these discrepancies to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphwriting. Lessee shall promptly forward then have thirty (30) days (or, so long as Lessee is working diligently in good faith to Lessor copies of all ordersrectify such discrepancies, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating such longer time as may be reasonably agreed) to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of re-inspection by an environmental engineering firm acceptable to LessorXxxxxx's appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Equipment schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections and licenses necessary or appropriate in connection with any if such parts are (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies rectify these discrepancies at its sole expense. Lessee shall pay all expenses of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or re-inspection by Lessor's or Lessee's rightappointed representative, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to Except as may be otherwise specified on any Schedule, (a) Lessee shall (1) use the Equipment solely in the continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner; (2) operate, maintain, service and repair the Equipment, and maintain all material records and other materials relating thereto, (A) in accordance and consistent in all material respects with (i) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the supplier or service provider, (ii) the requirements of Section 6 all applicable insurance policies, (iii) manufacturer’s recommended maintenance and operating standards, procedures and guidelines, as provided in the applicable operating manuals or service agreements in effect on the date of this Lease, (iv) the original purchase agreement under which such Equipment was acquired, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, as and if applicable, (v) all applicable laws, and (vi) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with all Applicable Laws the terms hereof; (including all Environmental Laws3) pertaining provide written notice to the Equipment or related property Lessor not less than thirty (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i30) involve days after any material risk change of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation location of any Lien Equipment (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk location of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to which person the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment into any property except for other Equipment in such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any a manner that the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant deemed to the first sentence have become an accession to or a part of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or such other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this LeaseExcept as may be otherwise specified on any Schedule, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) manufacturer’s recommendations, (iv) the original purchase agreement under which such Equipment was acquired, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien as and if applicable, (other than a Permitted Lienv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiivi) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Xxxxxx’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than [*****] days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to which person the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment into any property except for other Equipment in such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any a manner that the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant deemed to the first sentence have become an accession to or a part of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or such other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws Company shall (including all Environmental Laws1) pertaining to use the Equipment or related property solely in the continental United States for the purpose for which the Equipment was designed, in a careful and proper manner; (without regard to which person such Applicable Laws shall2) operate, by their termsmaintain, be nominally imposed)service and repair the Equipment, unless Lessee shall be contesting the validity thereof and maintain all records and other materials relating thereto, (A) in good faith accordance and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not consistent with (i) involve any material risk of the sale, forfeiture Supplier’s recommendations and all maintenance and operating manuals or loss of such Equipment, or any part thereof or interest thereinservice agreements, (ii) result inthe requirements of all insurance policies, or involve any substantial probability of resulting in(iii) the Supply Contract, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Company, but in any event, to no lesser standard than that employed by Company for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Company hereunder, except for ordinary wear and tear; (3) provide written notice to Trinity within thirty (30) days after any change of the imposition location of civil any Equipment specified in the Schedule; and (4) not attach or criminal fines incorporate the Equipment to or penalties in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; (5) not allow any Hazardous Material to be used, generated, released, stored, disposed of or transported in, on Lessoror around the Equipment. (b) Within a reasonable time, LesseeCompany will replace any parts of the Equipment that become worn out, lost, destroyed, or generally damaged by new or reconditioned replacement parts that are free and clear of all Liens, other than the Permitted Liens, and have a value, utility and remaining useful life at least equal to the operators parts replaced. Company shall not remove any parts attached to the Equipment that are necessary to the operation of the Equipment or holders cannot be detached from the Equipment without adversely affecting the value or utility of title to or other interests in the Equipment. Lessee will maintain all recordsExcept as permitted in this Section, logs and other materials required by Company shall not make any Governmental Authority having jurisdiction material alterations to be maintained in respect of any the Equipment, without regard . (c) Company shall upon Trinity’s request at Company’s expense allow Trinity to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any inspect the Equipment and any repairrecords relating thereto provided that, restoration, replacement, renewal, addition or improvement thereof such inspections will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyis continuing.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this LeaseLessee shall (1) except as otherwise disclosed on the date hereof in Schedule 1-1, Lessee agrees to comply strictly use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the applicable Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of the salesubsequent amendments or replacements thereof, forfeiture issued by any Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on rights or with respect to such Equipment, or any part thereof or interest thereinremedies, and (iiiiv) involve all applicable laws; and (B) without limiting the risk foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; (5) not allow any Hazardous Material (as hereafter defined) to be used, generated, released, stored, disposed of or transported in, on or around the Equipment. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replace d (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Title to all such parts, modifications and additions to the Equipment (c) Upon forty-eight (48) hours’ notice, Lessee will procure and pay shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all material records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, property in such a manner that the Equipment is an inseparable accession to or Lessor's or Lessee's right, title, or interest thereina part of such other property. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.(b) Within a

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk use the Equipment solely in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner and not discontinue use of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, ; (ii) result inoperate, or involve any substantial probability of resulting inmaintain, inspect, service, repair, overhaul and test the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials relating thereto, in accordance with (1) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments, supplements, renewals or replacements thereof, issued by the manufacturer or service provider, (2) the requirements of all applicable insurance policies, (3) the Purchase Documents, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (4) Applicable Laws, and (5) consistent with the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (iii) not change the location of any Equipment as specified in the Equipment Schedule without the prior written consent of Lessor; (iv) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; (v) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor or its designee following by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor; and (vi) cause the Equipment to be kept and maintained in good operating condition and in the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's" full compliance with the terms hereof. With respect to Lessee's agreement in subclause (ii) above to maintain, inspect, service, repair, overhaul and test each item of Equipment in accordance with sub-subclauses (1,), (3) and (5), Lessee shall undertake and be responsible for the foregoing in exchange for a credit to Lessee's rental obligations the amount of which has been calculated and agreed to by both Lessee and Lessor as fair and complete consideration for such undertaking and responsibility as it may now and hereafter exist (including the payment of all charges, fees, costs and expenses relating thereto), and accounted for in the amount of Basic Rent Lessee has agreed to pay for such item of Equipment by its execution and delivery of the Equipment Schedule relating thereto. In furtherance of the foregoing, Lessee acknowledges and agrees that (A) the credit provided for in the preceding sentence shall fully discharge Lessor for all purposes from performing or complying with any of the obligations specified in such sentence (to the extent Lessor would be deemed to have had any responsibility therefor), and (B) it shall also undertake, be responsible for and otherwise fully perform and comply with all of the obligations provided for herein that are not specified in the preceding sentence, and that it shall not be entitled to any credit or other compensation with respect thereto, nor shall Lessor have any responsibility to Lessee or any other person with respect to the performance or non- performance of, or compliance or non-compliance with, any of such obligations, or any other obligations not expressly assumed by it hereunder. (b) If any parts of the Equipment become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts with replacement parts that are free and clear of all Liens and have a value and utility at least equal to the value, condition and utility that such replaced parts would have had if maintained in the condition and repair required by the terms hereof. In the event that any Governmental Authority having jurisdiction Applicable Law requires alteration or modification to the Equipment, Lessee will conform thereto or obtain conformance therewith, and shall otherwise cause the altered or modified Equipment to comply with the provisions hereof. With respect to parts, additions or improvements which are added to the Equipment that are essential to the operation of the Equipment, are necessary to cause it to be maintained in respect compliance with the provisions of any this Lease or which cannot be detached from the Equipment without materially interfering with the operation of the equipment or adversely affecting the value, condition and utility which the Equipment would have had without the addition thereof, title thereto shall immediately vest in Lessor to the same extent and with the same priority as Lessor holds in the Equipment, without regard cost or expense to which person Lessor, or any further action by any other person, and such requirements shallparts, by their termsimprovement and additions shall be deemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder. Lessor agrees that upon Lessee's replacing a part in full compliance with the provisions of this subsection (b), be nominally imposedall of Lessor's right, title and interest in and to any part so replaced shall without further action vest in Lessee "AS IS, WHERE IS," and otherwise subject to the provisions of Section 7 hereof. Lessee will procure shall not make any material alterations to the Equipment without the prior written consent of Lessor, which consent shall not be unreasonably withheld. (c) Upon the twenty-four (24) hours' written or telephonic request of Lessor, Lessee shall provide to Lessor any information reasonably requested by Lessor pertaining to the Equipment or Lessee, including, the location and pay condition of the Equipment. Upon reasonable advance notice (which the parties agree shall be no less than forty-eight (48) hours' written or telephonic request) Lessee shall afford Lessor access to Lessee's premises where the Equipment is located for the purpose of inspecting such Equipment, all applicable maintenance and other records, Permits, licenses and any notices or directives from any manufacturer, vendor, service provider or Governmental Authority, at any reasonable time during normal business hours; provided, however, if a Default or default shall have occurred and be continuing, no notice of any inspection by Lessor shall be required. In the event Lessee fails or is unable to perform any of its obligations hereunder, Lessor shall have the right, but not the obligation, to perform the same, and Lessee shall forthwith reimburse Lessor on an after-tax basis, as Supplemental Rent, for all Permitscosts and expenses incurred by Lessor in performing the same. Lessor shall not have any duty to make or cause to be made any inspection, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant of any nature of description with respect to the first sentence of this paragraph. Lessee shall promptly forward Equipment, or the related property or to Lessor copies of all orders, notices, Permits, applications incur any cost or other communications and reports expense in connection with any discharge Lease Document and Lessor shall not incur any liability or the presence obligation to any person by reason of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's doing, causing to be done or Lessee's rightfailing to do any of the foregoing, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyits discretion.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property, (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment, (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 all applicable insurance policies, (C) the Supply Contract, so as to preserve all of this LeaseLessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (ii) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects with all Applicable Laws (including all Environmental Laws) pertaining at least the same condition as when delivered to the Equipment or related property (without regard to which person such Applicable Laws shallLessee hereunder, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith except for ordinary wear and by appropriate proceedings, but only so long as tear resulting despite Lessee's failure to so comply during full compliance with the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, terms hereof; and (iii) involve shall not discriminate against the risk Equipment with respect to scheduling of maintenance, parts or service; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, to the extent that such Equipment is mobile equipment) as specified in the Equipment Schedule; and (4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment without regard to the prior written consent of Lessor (which person consent shall not be unreasonably withheld). (b) Within a reasonable time, Lessee will replace any such requirements shallparts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to the parts replaced. Any modification or addition to the Equipment which is required by law shall be nominally imposedmade by Lessee, at its expense. Lessee will procure Title to all parts, improvements and pay for all Permitsadditions to the Equipment immediately shall vest in Lessor, franchiseswithout cost or expense to Lessor or any further action by any other person, inspections and licenses necessary or appropriate such parts, improvements and additions shall be deemed incorporated in connection with any the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant subject to the first sentence terms of this paragraphLease as if originally leased hereunder, if such parts are required by law or are otherwise essential to the operation of the Equipment or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition thereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws Equipment without the prior written consent of Lessor except those alterations which are clearly prudent and reasonable in accordance with industry practice or similar Applicable Lawsmanufacturer or advisor recommendations and so long as such alterations do not adversely affect the value, as they may affect Lessee, utility or remaining useful life of the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to timeEquipment. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree Default or Event of certainty the presence or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with inspection by Lessor shall be required. If any Remedial Action pertaining discrepancies are found as they pertain to the Equipment or related propertygeneral condition of the Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall then have ten (10) days to commence good faith efforts to rectify these discrepancies at its sole expense; provided, however, that Lessee shall in no event have more than sixty (60) days after receiving notice from Lessor to cure such discrepancies. Lessee shall pay all expenses of a re-inspection by Lessor's appointed representative, if corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws Company shall (including all Environmental Laws1) pertaining to use the Equipment or related property solely in Canada for the purpose for which the Equipment was designed, in a careful and proper manner; (without regard to which person such Applicable Laws shall2) operate, by their termsmaintain, be nominally imposed)service and repair the Equipment, unless Lessee shall be contesting the validity thereof and maintain all records and other materials relating thereto, (A) in good faith accordance and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not consistent with (i) involve any material risk of the sale, forfeiture Supplier's recommendations and all maintenance and operating manuals or loss of such Equipment, or any part thereof or interest thereinservice agreements, (ii) result inthe requirements of all insurance policies, or involve any substantial probability of resulting in(iii) the Supply Contract, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Company, but in any event, to no lesser standard than that employed by Company for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Company hereunder, except for ordinary wear and tear; (3) provide written notice to Trinity within thirty (30) days after any change of the imposition location of civil any Equipment specified in the Schedule, provided, however, that no such relocation outside of the province where the Equipment was originally located is undertaken without the prior written consent of Trinity; (4) not attach or criminal fines incorporate the Equipment to or penalties in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; and (5) not allow any Hazardous Material to be used, generated, released, stored, disposed of or transported in, on Lessoror around the Equipment. (b) Within a reasonable time, LesseeCompany will replace any parts of the Equipment that become worn out, lost, destroyed, or generally damaged by new or reconditioned replacement parts that are free and clear of all Liens, other than the Permitted Liens, and have a value, utility and remaining useful life at least equal to the operators parts replaced. Company shall not remove any parts attached to the Equipment that are necessary to the operation of the Equipment or holders cannot be detached from the Equipment without adversely affecting the value or utility of title to or other interests in the Equipment. Lessee will maintain all recordsExcept as permitted in this Section, logs Company shall not make any material alterations to the Equipment. (c) Company shall upon Trinity's request in its reasonable credit discretion and other materials required by any Governmental Authority having jurisdiction upon reasonable advance notice and during normal business hours allow Trinity to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any inspect the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters records relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertythereto.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, in accordance and consistent with the Supplier’s recommendations, all maintenance and operating manuals or service agreements, the requirements of Section 6 all applicable insurance policies, the Supply Contract, all applicable laws, and the prudent practice of this Leaseother similar companies in the same business as Lessee; but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with all Applicable Laws the terms hereof; (including all Environmental Laws3) pertaining to not change the location of any Equipment as specified in the Equipment Schedule without providing Lessor with at least 30 days’ prior written notice, and delivering or related property causing to be delivered, and filed, all filings, waivers and other documents and assurances requested by Lessor; and (without regard 4) not attach or incorporate the Equipment to which person or in any other item of equipment in such Applicable Laws shall, by their terms, a manner that the Equipment may be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure deemed to so comply during the existence have become an accession to or a part of such proceedings shall not other item of equipment, (ib) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by replacement parts which are free and clear of all ordersliens, noticesencumbrances or rights of others and have a value, Permits, applications utility and remaining useful life at least equal to the parts replaced. (c) Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other communications and reports in connection with records at any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from reasonable time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyduring normal business hours.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws The Borrowers shall (including all Environmental Laws1) pertaining to use the Equipment or related property solely in the continental United States for the purpose for which the Equipment was designed; (without regard to which person such Applicable Laws shall2) operate, by their termsmaintain, be nominally imposed)service and repair the Equipment, unless Lessee shall be contesting the validity thereof and maintain all records and other materials relating thereto, (A) in good faith accordance and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not consistent with (i) involve any material risk of the sale, forfeiture Supplier’s recommendations and all maintenance and operating manuals or loss of such Equipment, or any part thereof or interest thereinservice agreements, (ii) result inthe requirements of all insurance policies, or involve any substantial probability of resulting in(iii) the Supply Contract, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as the Borrowers, but in any event, to no lesser standard than that employed by the Borrowers for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to the applicable Borrower hereunder, except for ordinary wear and tear and casualty; (3) provide written notice to Trinity within thirty (30) days after any change of the imposition location of civil any Equipment specified in the Schedule; and (4) not attach or criminal fines incorporate the Equipment to or penalties on Lessorin any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; and (5) not allow any hazardous material to be used, Lesseegenerated, released, or generally stored, disposed of, or transported in, on, or around, the Equipment except to the operators extent such would not cause a Material Adverse Effect. (b) Within a reasonable time, Borrowers will replace any parts of the Equipment that become worn out, lost, destroyed, or holders damaged by new or reconditioned replacement parts that are free and clear of title all Liens, other than the Permitted Liens, and have a value, utility and remaining useful life at least equal to the parts replaced. Borrowers shall not remove any parts attached to the Equipment that are necessary to the operation of the Equipment or other interests in cannot be detached from the Equipment without adversely affecting the value or utility of the Equipment. Lessee will maintain all recordsExcept as permitted in this Section, logs Borrowers shall not make any material alterations to the Equipment. (c) Borrowers shall upon Trinity’s reasonable request (provided that if an Event of Default has occurred and other materials required by any Governmental Authority having jurisdiction is continuing, no request shall required) from time-to-time and at the Borrowers’ expense, allow Trinity to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any inspect the Equipment and any repairrecords relating thereto and to obtain such third party-appraisals as Trinity shall deem necessary, restoration, replacement, renewal, addition or improvement thereof provided that Trinity shall not obtain more than one such third party-appraisal in each calendar year at the Borrowers’ expense unless an Event of Default has occurred and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyis continuing.

USE AND MAINTENANCE. In addition to (a) Lessee shall (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner (and shall not permanently discontinue use of the Equipment); (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 all applicable insurance policies, (C) the Supply Contract, so as to preserve all of this LeaseLessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (ii) without limiting the generality foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) not remove from the Lessee's facilities any Equipment as specified in the Equipment Schedule without the prior written consent of subsection Lessor; (a4) not attach or incorporate the Equipment to or in any other item of Section 4 equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of this Leasesuch other item of equipment; and (5) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor followed by the word "Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor. (b) Within a reasonable time, Lessee agrees will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by replacement parts which are free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to comply strictly the parts replaced. All such parts, improvements and in all respects with all Applicable Laws (including all Environmental Laws) pertaining additions to the Equipment immediately shall become subject to the security interest held by Lessor hereunder, without cost or related property (without regard expense to which person Lessor or any further action by any other person, and such Applicable Laws shallparts, by their terms, improvements and additions shall be nominally imposeddeemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder. Except to the extent the same are replaced in accordance with this Section 7(b), unless Lessee shall be contesting not detach or otherwise remove any parts originally or from time to time attached to the validity thereof in good faith and by appropriate proceedingsEquipment, but only so long as Lessee's failure if such parts are essential to so comply during the existence of such proceedings shall not (i) involve any material risk operation of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials are required by any Governmental Authority having jurisdiction to other provision hereof or cannot be maintained in respect detached from the Equipment without materially interfering with the operation of any Equipmentthe Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, the addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphthereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, Equipment without the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the prior written request consent of Lessor, from time to time. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree of certainty the presence default or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.inspection by Lessor shall be required. EKG:179726.1:3/24/98: 7:54 AM EQUIPMENT LEASE AGREEMENT SYNTHETIC LEASE (08/00)

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure An interest in all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon at least three (3) business days’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Equipment Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure A first priority security interest to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) Lessee shall (1) use the Equipment solely in the State of Section 4 of this Lease, Lessee agrees to comply strictly Illinois and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Purchase Agreement, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when (b) Within a reasonable time, Lessee will replace any parts of the imposition Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by new or reconditioned replacement parts which are free and clear of civil all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or criminal fines or penalties on addition to the Equipment that is required by this Lease shall be made by Lessee. An interest in all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, Lesseewithout any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or generally from time to time attached to the operators or holders Equipment, if such parts are essential to the operation of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials are required by any Governmental Authority having jurisdiction other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives (who shall all comply with Lessee’s safety and security procedures) access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any reasonable time during normal business hours; provided, however, if a Default or Event of Default shall have occurred and then be maintained in respect continuing, no notice of any inspection by Lessor shall be required. If any discrepancies are found as they pertain to the general condition of the Equipment, without regard Lessor will communicate these discrepancies to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphwriting. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, consistent with Lessee's past practice, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, consistent with Lessee's past practice, (B) the requirements of Section 6 of this Leaseall applicable insurance policies, (C) all applicable laws, and (D) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (ii) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects with all Applicable Laws (including all Environmental Laws) pertaining at least the same condition as when delivered to the Equipment or related property (without regard to which person such Applicable Laws shallLessee hereunder, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith except for ordinary wear and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, tear; and (iii) involve shall not discriminate against the risk Equipment with respect to scheduling of maintenance, parts or service; (3) not change the location of any Equipment as specified in the Equipment Schedule without prior written notice to Lessor; (4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; and (5) cause each principal item of the imposition Equipment to be continually marked, in a plain and distinct manner, with the name of civil Lessor followed by the words "Owner and Lessor," or criminal fines other appropriate words designated by Lessor on small labels furnished by Lessor. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or penalties on otherwise permanently rendered unfit for use, by new or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to the parts replaced. Any modification or addition to the Equipment which is required by law shall be made by Lessee, at its expense, and title thereto immediately shall vest in Lessor, Lesseewithout cost or expense to Lessor or any further action by any other person. Title to all replacement parts and permanent improvements, or generally attachments to the operators Equipment which cannot be removed without damaging the Equipment, immediately shall vest in Lessor, without cost or holders of title expense to Lessor or any further action by any other interests person, and such parts, improvements and additions shall be deemed incorporated in the Equipment. Lessee will maintain all recordsEquipment and subject to the terms of this Lease as if originally leased hereunder, logs and other materials if such parts are required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary law or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant are otherwise essential to the first sentence operation of this paragraphthe Equipment or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition thereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable LawsEquipment without prior written notice to Lessor, as they may provided that such material alterations do not adversely affect Lesseethe value, utility and remaining useful life which the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon would have had without the written request of Lessor, from time to timeaddition thereof. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree of certainty the presence default or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyinspection by Lessor shall be required.

USE AND MAINTENANCE. In addition to (a) Lessees shall (i) use the Equipment solely in the conduct of their businesses, for the purpose for which the Equipment was designed, in a careful and proper manner (and shall not permanently discontinue use of the Equipment), (ii) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (1) in accordance and consistent with (A) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 of this Leaseall applicable insurance policies, and without limiting the generality of subsection (aC) of Section 4 of this Lease, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) purchase documents pertaining to the Equipment or related property (without regard to which person such Applicable Laws shallcollectively, by their terms, be nominally imposed"Supply Contract"), unless Lessee shall so as to preserve all of Lessees' and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessees, but in any event, to no lesser standard than that employed by Lessees for comparable equipment owned or leased by them, and (2) without limiting the foregoing, so as to cause the Equipment to be contesting the validity thereof in good faith repair and by appropriate proceedingsoperating condition, but only so long as Lessee's failure except for ordinary wear and tear resulting despite Lessees' full compliance with the terms hereof, (iii) not move any Equipment to so comply during the existence of such proceedings shall not (i) involve any material risk a location outside of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (continental United States other than a Permitted Lien) location listed on or with respect to such Equipment, or any part thereof or interest thereinthe Equipment Schedule without the prior written consent of Lessor, and (iiiiv) involve not attach or incorporate the risk Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; (b) Lessees, within a reasonable time, will replace any parts of the imposition Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by replacement parts which are free and clear of civil all liens, encumbrances or criminal fines or penalties on rights of others and have a value, utility and remaining useful life at least equal to the parts replaced. Title to all such parts, improvements and additions to the Equipment immediately shall vest in Lessor, Lesseewithout cost or expense to Lessor or any further action by any other person, or generally and such parts, improvements and additions shall be deemed incorporated in the Equipment and subject to the operators terms of this Lease as if originally leased hereunder. Except to the extent the same are replaced in accordance with this Section 7(b), Lessees shall not detach or holders of title otherwise remove any parts originally or from time to or other interests in time attached to the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any if such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant parts are essential to the first sentence operation of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's cannot be detached from the Equipment without materially interfering with the operation of the Equipment or Lessee's rightadversely affecting the value, title, or interest thereinutility and remaining useful life which the Equipment would have had without the addition thereof. Promptly upon the written request of Lessor, from time to time, Lessee Lessees shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of not make any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining material alterations to the Equipment without the prior written consent of Lessor; (c) Upon twenty-four (24) hours notice, Lessees shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable records at any reasonable time during normal business hours; provided, however, if a default or related propertyDefault shall have occurred and then be continuing, no notice of any inspection by Lessor shall be required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this LeaseExcept as may be otherwise specified on any Schedule, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the original purchase agreement under which such Equipment was acquired, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien as and if applicable, (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to which person the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment into any property except for other Equipment in such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any a manner that the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant deemed to the first sentence have become an accession to or a part of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or such other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related property.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in its present location and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the manufacturer’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture manufacturer or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the purchase documents pursuant to which the Equipment was acquired, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; and (3) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the imposition Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by new or reconditioned replacement parts which are free and clear of civil all liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or criminal fines or penalties on addition to the Equipment that is required by this Lease shall be made by Lessee. Title to all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, Lesseewithout any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or generally from time to time attached to the operators or holders Equipment, if such parts are essential to the operation of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials are required by any Governmental Authority having jurisdiction other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in this Section, Lessee shall not make any material alterations to be maintained in respect the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any reasonable time during normal business hours; provided, however, if an Event of Default or a default of any of the terms of any of the Lease Documents shall have occurred and then be continuing, no notice of any inspection by Lessor shall be required. If any material discrepancies are found as they pertain to the general condition of the Equipment, without regard Lessor will communicate these discrepancies to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphwriting. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 all applicable insurance policies, (C) the Supply Contract, so as to preserve all of this LeaseLessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (ii) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects with all Applicable Laws (including all Environmental Laws) pertaining at least the same condition as when delivered to the Equipment or related property (without regard to which person such Applicable Laws shallLessee hereunder, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith except for ordinary wear and by appropriate proceedings, but only so long as tear resulting despite Lessee's failure to so comply during full compliance with the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, terms hereof; and (iii) involve shall not discriminate against the risk Equipment with respect to scheduling of maintenance, parts or service; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines the location of the principal garage of any Equipment to the extent that such Equipment is mobile equipment) as specified in the Equipment Schedule; and (4) not attach or penalties on incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by new or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have a value, utility and remaining useful life at least equal to the parts replaced. Any modification or addition to the Equipment which is required by law shall be made by Lessee, at its expense. Title to all parts, improvements and additions to the Equipment immediately shall vest in Lessor, Lesseewithout cost or expense to Lessor or any further action by any other person, or generally and such parts, improvements and additions shall be deemed incorporated in the Equipment and subject to the operators or holders terms of title to or other interests in the Equipment. Lessee will maintain all recordsthis Lease as if originally leased hereunder, logs and other materials if such parts are required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary law or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant are otherwise essential to the first sentence operation of this paragraphthe Equipment or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition thereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, Equipment without the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the prior written request consent of Lessor, from time to time. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor with environmental site assessments access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree Default or Event of certainty the presence or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with inspection by Lessor shall be required. If any Remedial Action pertaining discrepancies are found as they pertain to the Equipment or related propertygeneral condition of the Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall then have thirty (30) days to rectify these discrepancies at its sole expense. Lessee shall pay all expenses of a re-inspection by Lessor's appointed representative, if corrective measures were required.

USE AND MAINTENANCE. In (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of all applicable insurance policies, (C) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (ii) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) not change the location of any Equipment (or the location of the principal garage of any Equipment to the extent that such Equipment is mobile equipment) as specified in the Equipment Schedule without the prior written consent of Lessor; (4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; and (5) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor followed by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by new or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others and have value, utility and remaining useful life at least equal to the parts replaced. Any modification or addition to the requirements of Section 6 Equipment which is required by law shall be made by Lessee, at its expense. Title to all parts, improvements and additions to the equipment immediately shall vest in Lessor, without cost or expense to Lesser or any further action by any other person, and such parts, improvements and additions shall be deemed incorporated in the Equipment and subject to the terms of this LeaseLease is if originally leased hereunder, if such parts are required by law or are otherwise essential to the operation of the Equipment or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without limiting the generality of subsection (a) of Section 4 of this Lease, addition thereof. Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining shall not make any material alterations to the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, and (iii) involve the risk of the imposition of civil or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraph. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the prior written request consent of Lessor, from time to time. (c) Upon forty-eight (48) ours' notice, Lessee shall provide afford Lessor with environmental site assessments access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or environmental audit reports prepared by an environmental engineering firm acceptable to Lessorother records at any reasonable time during normal business hours; provided, to assess with however, if a reasonable degree of certainty the presence default or absence Default shall have occurred and then be continuing, no notice of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyinspection by Lessor hall be required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Lessee shall (1) use the Equipment solely in the continental United States (provided, however, that without limiting Lessee’s indemnification obligations pursuant to Section 4 of this Lease14(b) hereof, Lessee agrees to comply strictly and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to may use the Equipment or related property (without regard to which person such Applicable Laws shall, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof on an occasional basis in good faith and by appropriate proceedings, but only Mexico and/or Canada so long as Lessee's failure such use does not cause the Equipment to so comply during be deemed to constitute tangible property “used predominantly outside the existence United States”, within the meaning of such proceedings the Internal Revenue Code of 1986, as now or hereafter amended (the “Code”)) and in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to (b) Within a reasonable time, Lessee will replace any parts of the imposition Equipment which become worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by new or reconditioned replacement parts which are free and clear of civil or criminal fines or penalties on Lessorall Liens and have a value, Lessee, or generally utility and remaining useful life at least equal to the operators parts replaced (assuming that they were in the condition required by this Lease). Any modification or holders addition to the Equipment that is required by this Lease shall be made by Lessee. Title (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of title to inspecting such Equipment and all applicable maintenance or other interests in records relating thereto at any time during normal business hours; provided, however, if a Default or Event of Default shall have occurred and then be continuing, no notice of any inspection by Lessor shall be required. If any discrepancies are found as they pertain to the general condition of the Equipment. , Lessor will communicate these discrepancies to Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect of any Equipment, without regard to which person any such requirements shall, by their terms, be nominally imposed. Lessee will procure and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant to the first sentence of this paragraphwriting. Lessee shall promptly forward then have thirty (30) days to Lessor copies rectify these discrepancies at its sole expense. Lessee shall pay all expenses of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or a re.inspection by Lessor's or Lessee's rightappointed representative, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Equipment schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure Title to all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours' notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies rectify these discrepancies at its sole expense. Lessee shall pay all expenses of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or inspection by Lessor's or Lessee's right, title, or interest therein. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyappointed representative.

USE AND MAINTENANCE. In addition to (a) Lessee shall: (1) use the Equipment solely in the Continental United States and in the conduct of its business, for the purpose for which the Equipment was designed, and shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (i) in all material respects in accordance and consistent with (A) the Supplier's recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments or replacements thereof, issued by the Supplier or service provider, (B) the requirements of Section 6 all applicable insurance policies, (C) the Supply Contract, so as to preserve all of this LeaseLessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (D) all applicable laws, and (E) the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (ii) without limiting the generality of subsection (a) of Section 4 of this Leaseforegoing, Lessee agrees so as to comply strictly cause the Equipment to be in good repair and operating condition and in all respects with all Applicable Laws (including all Environmental Laws) pertaining at least the same condition as when delivered to the Equipment or related property (without regard to which person such Applicable Laws shallLessee hereunder, by their terms, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith except for ordinary wear and by appropriate proceedings, but only so long as tear resulting despite Lessee's failure to so comply during full compliance with the existence of such proceedings shall not (i) involve any material risk of the sale, forfeiture or loss of such Equipment, or any part thereof or interest therein, (ii) result in, or involve any substantial probability of resulting in, the creation of any Lien (other than a Permitted Lien) on or with respect to such Equipment, or any part thereof or interest therein, terms hereof; and (iii) involve shall not discriminate against the risk Equipment with respect to scheduling of maintenance, parts or service; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Equipment Schedule; and (4) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all liens, encumbrances or rights of others (other than Permitted Liens) and have a value, utility and remaining useful life at least equal to the parts replaced. Any modification or addition to the Equipment which is required by applicable law shall be nominally imposedmade by Lessee, at its expense. Lessee will procure Title to all parts, improvements and pay for all Permitsadditions to the Equipment immediately shall vest in Lessor, franchiseswithout cost or expense to Lessor or any further action by any other person, inspections and licenses necessary or appropriate such parts, improvements and additions shall be deemed incorporated in connection with any the Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant subject to the first sentence terms of this paragraphLease as if originally leased hereunder, if such parts are required by law or are otherwise essential to the operation of the Equipment or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and remaining useful life which the Equipment would have had without the addition thereof. Lessee shall promptly forward to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with not make any discharge or the presence of any Hazardous Substances or any other matters relating material alterations to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, Equipment without the Equipment or Lessor's or Lessee's right, title, or interest therein. Promptly upon the prior written request consent of Lessor, from time to time. (c) Upon forty-eight (48) hours' notice, Lessee shall provide afford Lessor access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records at any reasonable time during normal business hours and at Lessor's expense, and so long as such access does not unreasonably interfere with environmental site assessments Lessee's business operations; provided, however, if a Default or environmental audit reports prepared by an environmental engineering firm acceptable to LessorEvent of Default shall have occurred and then be continuing, to assess with a reasonable degree of certainty the presence or absence no notice of any Hazardous Substances inspection by Lessor shall be required and the potential cost in connection with any Remedial Action pertaining such inspection shall be at Lessee's expense. If any discrepancies are found as they pertain to the Equipment general condition of the Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall then have thirty (30) days (or related propertysuch longer period as may be reasonably necessary if rectification of such discrepancies cannot reasonably be accomplished within such 30-day period and Lessee is attempting to rectify the discrepancies diligently and in good faith) to rectify these discrepancies at its sole expense. Lessee shall pay all expenses of a re-inspection by Lessor's appointed representative, if corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this LeaseLessee shall (1) use the Equipment solely at Mine #1 in Mcleansboro, Lessee agrees to comply strictly Illinois (or such other location as shall have been previously approved by Lessor in writing) and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of its business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of subsequent amendments or replacements thereof, issued by the sale, forfeiture Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Purchase Agreement, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule (for the avoidance of doubt, the Lessee shall not move the Equipment to any location other than the location or locations permitted pursuant to clause (a)(1) of this Section 7); and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, utility and remaining useful life at least equal to the parts replaced (assuming that they were in the condition required by this Lease). Any modification or addition to the Equipment that is required by this Lease shall be nominally imposedmade by Lessee. Lessee will procure An interest in all such parts, modifications and pay additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor or any other person, and they shall be deemed incorporated in the Equipment for all Permitspurposes of the related Schedule. Unless replaced in accordance with this Section, franchisesLessee shall not remove any parts originally or from time to time attached to the Equipment, inspections if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, utility and licenses necessary or appropriate remaining useful life which the Equipment would have had without the addition of such parts. Except as permitted in connection with this Section, Lessee shall not make any material alterations to the Equipment. (c) Upon forty-eight (48) hours’ notice, Lessee shall afford Lessor and/or its designated representatives access to the premises where the Equipment is located for the purpose of inspecting such Equipment and all applicable maintenance or other records relating thereto at any repairreasonable time during normal business hours; provided, restorationhowever, replacementif a Default or Event of Default shall have occurred and then be continuing, renewal, addition or improvement thereof and thereto that may no notice of any inspection by Lessor shall be required pursuant required. If any discrepancies are found as they pertain to the first sentence general condition of this paragraphthe Equipment, Lessor will communicate these discrepancies to Lessee in writing. Lessee shall promptly forward then have thirty (30) days to Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating to the Environmental Laws or similar Applicable Laws, as they may affect Lessee, the Equipment or Lessor's or Lessee's right, title, or interest thereinrectify these discrepancies at its sole expense. Promptly upon the written request of Lessor, from time to time, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared pay all expenses of a re-inspection by an environmental engineering firm acceptable to Lessor’s appointed representative, to assess with a reasonable degree of certainty the presence or absence of any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining to the Equipment or related propertyif corrective measures were required.

USE AND MAINTENANCE. In addition to the requirements of Section 6 of this Lease, and without limiting the generality of subsection (a) of Section 4 of this Lease, Lessee agrees to comply strictly shall (1) use the Equipment solely in the continental United States and in all respects with all Applicable Laws (including all Environmental Laws) pertaining to the conduct of it business, for the purpose for which the Equipment or related property (without regard to which person such Applicable Laws shallwas designed, by their termsin a careful and proper manner, be nominally imposed), unless Lessee shall be contesting the validity thereof in good faith and by appropriate proceedings, but only so long as Lessee's failure to so comply during the existence of such proceedings shall not permanently discontinue use of the Equipment; (2) operate, maintain, service and repair the Equipment, and maintain all records and other materials relating thereto, (A) in accordance and consistent with (i) involve the applicable Supplier’s recommendations and all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any material risk of the salesubsequent amendments or replacements thereof, forfeiture issued by any Supplier or loss of such Equipment, or any part thereof or interest thereinservice provider, (ii) result inthe requirements of all applicable insurance policies, (iii) the Supply Contract, so as to preserve all of Lessee’s and Lessor’s rights thereunder, including all rights to any warranties, indemnities or involve any substantial probability of resulting inother rights or remedies, the creation of any Lien (other than a Permitted Lieniv) on or with respect to such Equipment, or any part thereof or interest thereinall applicable laws, and (iiiv) involve the risk prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned by or leased by it; and (B) without limiting the foregoing, so as to cause the Equipment to be in good repair and operating condition and in at least the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee’s full compliance with the terms hereof; (3) provide written notice to Lessor not less than thirty (30) days after any change of the imposition location of civil any Equipment (or criminal fines or penalties on Lessor, Lessee, or generally to the operators or holders location of title to or other interests in the Equipment. Lessee will maintain all records, logs and other materials required by any Governmental Authority having jurisdiction to be maintained in respect principal garage of any Equipment, without regard to the extent that such Equipment is mobile equipment) as specified in the Schedule; and (4) not attach or incorporate the Equipment to or in any other property in such a manner that the Equipment may be deemed to have become an accession to or a part of such other property; (5) not allow any Hazardous Material (as hereafter defined) to be used, generated, released, stored, disposed of or transported in, on or around the Equipment. (b) Within a reasonable time, Lessee will replace any parts of the Equipment which person any such requirements shallbecome worn out, lost, destroyed, or damaged beyond repair or otherwise unfit for use, by their termsnew or reconditioned replacement parts which are free and clear of all Liens and have a value, be nominally imposed. Lessee will procure utility and pay for all Permits, franchises, inspections and licenses necessary or appropriate in connection with any Equipment and any repair, restoration, replacement, renewal, addition or improvement thereof and thereto that may be required pursuant remaining useful life at least equal to the first sentence of parts replaced (assuming that they were in the condition required by this paragraphLease). Lessee Any modification or addition to the Equipment that is required by this Lease shall promptly forward be made by Lessee. Title to all such parts, modifications and additions to the Equipment immediately shall vest in Lessor, without any further action by Lessor copies of all orders, notices, Permits, applications or other communications and reports in connection with any discharge or the presence of any Hazardous Substances or any other matters relating person, and they shall be deemed incorporated in the Equipment for all purposes of the related Schedule. Unless replaced in accordance with this Section, Lessee shall not remove any parts originally or from time to time attached to the Environmental Laws Equipment, if such parts are essential to the operation of the Equipment, are required by any other provision of this Lease or similar Applicable Laws, as they may affect Lessee, cannot be detached from the Equipment without materially interfering with the operation of the Equipment or Lessor's or Lessee's rightadversely affecting the value, title, or interest thereinutility and remaining useful life which the Equipment would have had without the addition of such parts. Promptly upon the written request of Lessor, from time to timeExcept as permitted in this Section, Lessee shall provide Lessor with environmental site assessments or environmental audit reports prepared by an environmental engineering firm acceptable to Lessor, to assess with a reasonable degree of certainty the presence or absence of not make any Hazardous Substances and the potential cost in connection with any Remedial Action pertaining material alterations to the Equipment or related propertyEquipment.