|
SAMPLE
<br />OR OTHERWISE OR AS TO THE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR
<br />DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE
<br />FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,
<br />WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN
<br />CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE - LEASE PURCHASE
<br />AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON,
<br />EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR'S AGENT OR HAS
<br />ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the
<br />Lease Term, Lessor hereby assigns to Lessee any manufacturer's or Supplier's product warranties,
<br />express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary
<br />services furnished in connection with such warranties at Lessee's sole expense. Lessee agrees that (a)
<br />all Equipment will have been purchased by Lessor in accordance with Lessee's specifications from
<br />Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no
<br />liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to
<br />any manufacturer's or Supplier's product warranties or guaranties, (d) no manufacturer or Supplier or any
<br />representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or
<br />agreement made by any manufacturer or Supplier or any representative of said parties shall not be
<br />binding upon Lessor.
<br />8. TITLE; SECURITY INTEREST.
<br />8.1 Upon Lessee's acceptance of any Equipment under its Lease, title to the Equipment shall
<br />vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under such
<br />Lease including, without limitation, Sections 6, 20 and 21 hereof.
<br />8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first
<br />priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and
<br />all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to
<br />evidence and perfect such security interest, including, without limitation, Uniform Commercial Code
<br />(UCC) financing statements and any amendments thereto.
<br />8.3 "Secured Obligations" means Lessee's obligations to pay all Rent Payments and all other
<br />amounts due and payable under all present and future Leases and to perform and observe all covenants,
<br />agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or
<br />hereafter arising) of Lessee under all present and future Leases.
<br />9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be
<br />deemed to be affixed or attached to real estate or any building thereon.
<br />10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and
<br />maintain all Equipment in good condition and working order, in accordance with manufacturer's
<br />instructions, and supply and install all replacement parts or other devices when required to so maintain
<br />the Equipment or when required by applicable law or regulation, which parts or devices shall
<br />automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner
<br />in the normal course of its operations and only for the purposes for which it was designed in accordance
<br />with the manufacturer's warranty requirements, and comply with all laws and regulations relating to the
<br />Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish
<br />Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or
<br />other service for any Equipment will be provided by Lessor. Lessee will not make any alterations,
<br />additions or improvements "Improvements") to any Equipment without Lessor's prior written consent
<br />unless the Improvements may be readily removed without damage to the operation, value or utility of
<br />such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease
<br />shall automatically become part of the Equipment.
<br />11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its
<br />permanent base will not be changed from, the Location without Lessor's prior written consent which will
<br />not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or
<br />elsewhere during normal business hours to inspect the Equipment.
<br />12. LIENS, SUBLEASES AND TAXES
<br />
|