|
SAMPLE
<br />12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under
<br />its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than
<br />Lessee or Lessee's employees.
<br />12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any
<br />Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon
<br />any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when
<br />due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such
<br />Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. "Taxes" means present
<br />and future taxes, levies, duties, assessments or other governmental charges that are not based on the
<br />net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without
<br />limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property
<br />taxes, and (b) interest, penalties or fines on any of the foregoing.
<br />13. RISK OF LOSS.
<br />13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole
<br />or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment shall
<br />relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under
<br />any Lease. Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section
<br />13.
<br />13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the
<br />same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.
<br />13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair
<br />("Lost Equipment"), then Lessee shall either: (a) immediately replace the Lost Equipment with similar
<br />equipment in good repair, condition and working order free and clear of any Liens (except Lessor's Liens)
<br />and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement
<br />equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled
<br />Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the
<br />Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in
<br />the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less
<br />than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the
<br />Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.
<br />13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all
<br />claims, liabilities, proceedings, actions, expenses (including reasonable attorney's fees), damages or
<br />losses arising under or related to any Equipment, including, but not limited to, the possession, ownership,
<br />lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of
<br />any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings,
<br />actions, expenses (including attorney's fees), damages or losses which arise directly from events
<br />occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the
<br />applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
<br />14. INSURANCE.
<br />14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks
<br />of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the
<br />Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable
<br />to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not
<br />include the payment of any premium for any liability insurance coverage for bodily injury and/or property
<br />damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole
<br />expense shall at all times carry public liability and property damage insurance in amounts reasonably
<br />satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to
<br />property of others relating in any way to any Equipment. Proceeds of any such public liability or property
<br />insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to
<br />Lessee.
<br />14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to
<br />Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof.
<br />
|