|
<br />fJ r.:~~.~.....,q~ r,'",,;,~~"~'"! "1B
<br />a..L;,;~.~.......~1 L.... \:...:.:... . ,,;;l.,'''\l.a.
<br />
<br />Lessee's obligations under this Section 13.
<br />
<br />13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee
<br />shall, unless otherwise directed by Lessor, immediately repair the same.
<br />
<br />13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair ("Lost Equipment"),
<br />then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and
<br />working order free and clear of any Liens (except Lessor's Liens) and deliver to Lessor a bill of sale covering the replacement
<br />equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on
<br />the next scheduled 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 the Payment
<br />Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a
<br />Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by
<br />Lessee with respect to the Lost Equipment.
<br />
<br />13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities,
<br />proceedings, actions, expenses (including reasonable attorney's fees), damages or losses arising under or related to any
<br />Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of
<br />Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any
<br />claims, liabilities, proceedings, actions, expenses (including attorney's fees), damages or losses which arise directly from
<br />events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable
<br />Lease or which arise directly from the gross negligence or willful misconduct of Lessor.
<br />
<br />14. INSURANCE.
<br />
<br />14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage
<br />from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such
<br />insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) lessee at its sole expense
<br />shall at all times carry public liability and property damage insurance in amounts reasonably satisfactory to Lessor protecting
<br />Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any
<br />Equipment. Proceeds of any such public liability or property insurance shaff be payable first to Lessor as additional insured to
<br />the extent of its liability, and then to Lessee.
<br />
<br />14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory
<br />evidence of required insurance coverage and all renewals and replacements thereof. Each insurance polley will require that the
<br />insurer give Lessor at least 30 days prior written notice of any cancellation of such polley and will require that Lessor's interests
<br />remain insured regardless of any act, error, misrepresentation, omission or neglect of Lessee. The insurance maintained by
<br />Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor.
<br />
<br />15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of
<br />Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease
<br />on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the
<br />TerminatiOn Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by
<br />Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such
<br />Equipment "AS-IS, WHERE-IS", without representation or warranty by Lessor. express or implied, except for a representation
<br />that such Equipment is free and clear of any Liens created by Lessor.
<br />
<br />16. LESSEE'S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby
<br />represents and warrants to Lessor that:
<br />(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations
<br />under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing
<br />body;
<br />
<br />(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of
<br />Lessee, enforceable in accordance with its terms;
<br />
<br />(c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all
<br />
<br />MLD 01 (4/26/96)
<br />
|