LESSOR A CERTIFICATE OF DELIVERY AND ACCEPTANCE
("CERTIFICATE OF ACCEPTANCE") IN THE FORM PROVIDED BY THE LESSOR.
6.
NET LEASE. THIS LEASE INCLUDING EACH
LEASE SCHEDULE IS A NET LEASE AND LESSEE'S OBLIGATION TO PAY ALL RENT DUE AND
THE RIGHTS OF LESSOR OR ITS ASSIGNEES IN, AND TO, SUCH RENT SHALL BE ABSOLUTE
AND UNCONDITIONAL UNDER ALL CIRCUMSTANCES, NOTWITHSTANDING: (I) ANY SETOFF,
ABATEMENT, REDUCTION, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
LESSEE MAY HAVE AGAINST LESSOR, ITS ASSIGNEES, THE MANUFACTURER OR SELLER OF ANY
OF THE EQUIPMENT, OR ANY OTHER PERSON FOR ANY REASON WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, ANY BREACH BY LESSOR OF THIS LEASE; (II) ANY DEFECT IN
TITLE, CONDITION, OPERATION, FITNESS FOR USE, OR ANY DAMAGE TO OR DESTRUCTION OF
AND OF THE EQUIPMENT; (III) ANY INTERRUPTION OR CESSATION OF USE OR POSSESSION
OF THE EQUIPMENT FOR ANY REASON WHATSOEVER; OR (IV) ANY INSOLVENCY, BANKRUPTCY,
REORGANIZATION OR SIMILAR PROCEEDINGS INSTITUTED BY OR AGAINST LESSEE.
7.
GRANT OF SECURITY INTEREST.
7.1.
IN ORDER TO SECURE PROMPT PAYMENT OF THE RENT
AND ALL OF THE OTHER AMOUNTS FROM TIME TO TIME OUTSTANDING UNDER AND WITH
RESPECT TO THIS LEASE AND ANY LEASE SCHEDULE, AND THE PERFORMANCE AND OBSERVANCE
BY LESSEE OF ALL THE AGREEMENTS, COVENANT AND PROVISIONS THEREOF, LESSEE HEREBY
GRANTS TO LESSOR A FIRST PRIORITY SECURITY INTEREST IN THE EQUIPMENT (INCLUDING,
WITHOUT LIMITATION, ALL INVENTORY, FIXTURES OR OTHER PROPERTY COMPRISING THE
SAME) TOGETHER WITH ALL RELATED SOFTWARE (EMBEDDED THEREIN OR OTHERWISE) AND
GENERAL INTANGIBLES, ALL ADDITIONS, ATTACHMENTS, ACCESSIONS THERETO WHETHER OR
NOT FURNISHED BY THE SUPPLIER OF THE EQUIPMENT, ALL SUBLEASES, CHATTEL PAPER,
AND ACCOUNTS, SECURITY DEPOSITS RELATING THERETO, AND ANY AND ALL SUBSTITUTIONS,
REPLACEMENTS OR EXCHANGES FOR ANY SUCH ITEM OF EQUIPMENT, IN EACH CASE IN WHICH
LESSEE SHALL FROM TIME TO TIME ACQUIRE AN INTEREST, AND ANY AND ALL INSURANCE
AND/OR OTHER PROCEEDS OF THE EQUIPMENT IN AND WHICH A SECURITY INTEREST IS
GRANTED HEREUNDER.
7.2.
LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT TO
THE EXTENT LESSOR'S PARTICIPATION IN ANY PURCHASE AND LEASE OF AN ITEM OR ITEMS
OF THE EQUIPMENT PURSUANT TO THIS LEASE OR ANY LEASE SCHEDULE CONSTITUTES A
FINANCING OF THE PURCHASE OF SUCH ITEM OR ITEMS OF EQUIPMENT, LESSEE'S REPAYMENT
OF THE AMOUNTS OF SUCH FINANCING SHALL APPLY ON A "FIRST-IN-FIRST-OUT" BASIS SO
THAT THE PORTIONS OF THE AMOUNT OF SUCH FINANCING USED TO PURCHASE SUCH ITEM OR
ITEMS OF EQUIPMENT SHALL BE DEEMED RE-PAID IN THE CHRONOLOGICAL ORDER OF THE USE
OF SUCH AMOUNTS TO PURCHASE THE SAME.
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8.
LOCATION, USE MAINTENANCE, AND
INSPECTION.
8.1.
LOCATION, USE, MAINTENANCE AND REPAIRS.
8.1.1.
LESSEE SHALL KEEP AND USE THE EQUIPMENT ON THE
PREMISES AND SHALL NOT RELOCATE OR REMOVE ANY OF THE EQUIPMENT WITHOUT THE
PRIOR, WRITTEN CONSENT OF LESSOR.
8.1.2.
LESSEE SHALL AT ALL TIMES AND, AT ITS SOLE COST AND
EXPENSE, PROPERLY USE AND MAINTAIN THE EQUIPMENT IN GOOD OPERATING CONDITION,
OTHER THAN THE NORMAL WEAR AND TEAR, AND MAKE ALL NECESSARY REPAIRS, ALTERATIONS
AND REPLACEMENTS THERETO (COLLECTIVELY, "REPAIRS"), ALL