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-21- <br />option to prepay the obligations hereunder with respect to the damaged Equipment in accordance <br />with Section 10.01(b) hereof. <br />For purposes of this Article VIII, the term “Net Proceeds” shall mean the amount <br />remaining from the gross proceeds of any insurance claim or condemnation award or sale under <br />threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the <br />collection thereof. <br />Section 8.02. Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in <br />full the cost of any repair, restoration, modification or improvement referred to in Section 8.01, <br />Lessee shall either (a) complete such replacement, repair, restoration, modification or <br />improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pay <br />or cause to be paid to Lessor the amount of the then applicable Prepayment Price plus all other <br />amounts then owing hereunder, and, upon such payment, the Lease Term shall terminate and <br />Lessor’s security interest in the Equipment shall terminate as provided in Section 6.01 hereof. <br />The amount of the Net Proceeds remaining, if any, after completing such repair, restoration, <br />modification or improvement or after paying such Prepayment Price plus all other amounts then <br />owing hereunder shall be retained by Lessee. If Lessee shall make any payments pursuant to this <br />Section 8.02, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall <br />Lessee be entitled to any diminution of the amounts payable under Article IV. <br />ARTICLE IX <br />Section 9.01. Disclaimer of Warranties. Lessor makes no warranty or representation, <br />either express or implied, as to the value, design, condition, merchantability or fitness for <br />particular purpose or fitness for use of any of the Equipment, or any other warranty or <br />representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of <br />the Equipment shall be on an “as is” basis. In no event shall Lessor be liable for any incidental, <br />indirect, special or consequential damage in connection with or arising out of this Agreement, the <br />Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or <br />service provided for in this Agreement. <br />Section 9.02. Vendor Agreements; Warranties. Lessee covenants that it shall not in any <br />material respect amend, modify, rescind or alter any Vendor Agreement without the prior written <br />consent of Lessor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact <br />during the Lease Term, so long as Lessee shall not be in default under this Agreement and so <br />long as no Event of Non-appropriation has occurred, to assert from time to time whatever claims <br />and rights (including without limitation warranties) relating to the Equipment that Lessor may <br />have against a Vendor. Lessee’s sole remedy for the breach of such warranty, indemnification or <br />representation shall be against the applicable Vendor of the Equipment, and not against Lessor. <br />Any such matter shall not have any effect whatsoever on the rights and obligations of Lessor <br />under this Agreement, including the right to receive full and timely Rental Payments and other <br />payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no <br />representations or warranties whatsoever as to the existence or the availability of such warranties <br />relating to any of the Equipment. <br />300