|
7. WARRANTIES. Lessee agrees that it has selected each item of Equipment based upon its own judgment and disclaims any
<br />reliance upon any statements or representations made by Lessor. LESSOR MAKES NO WARRANTY WITH RESPECT TO
<br />THE EQUIPMENT, EXPRESSED OR IMPLIED, AND LESSOR SPECIFICALLY DISCLAIMS ANY WARRANTY OF
<br />MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR
<br />CONSEQUENTIAL DAMAGES AR/SING OUT OF THE USE OF OR THE INABILITY TO USE THE EQUIPMENT.
<br />Lessee agrees to make rental and other payments required hereunder without regard to the condition of the Equipment and to
<br />look only to persons other than Lessor such as the manufacturer, vendor or carrier thereof should any item of Equipment for
<br />any reason be defective. So long as no Event of Default has occurred and is continuing, Lessor agrees, to the extent they are
<br />assignable, to assign to Lessee, without any recourse to Lessor, any warranty received by Lessor.
<br />
<br />8. TITLE. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in the Lessee; provided,
<br />however, that (i) upon the occurrence of an Event of Default, as that term is defined in Section 20 hereof, or (ii) in the event
<br />that the purchase option, if any, has not been exercised prior to the expiration date thereof, title will immediately vest in
<br />Lessor or its assignee. For as long as title to the Equipment vests in Lessee, Lessee at its expense shall protect and defend the
<br />title and keep it free of all claims and liens other than the rights of Lessee hereunder and claims and liens created by or arising
<br />through Lessor. The Equipment shall remain personal property regardless of its attachment to realty, and Lessee agrees to take
<br />such action at its expense as may be necessary to prevent any third party from acquiring any interest in the Equipment as a
<br />result of its attachment to realty.
<br />
<br />9. SECURITY AGREEMENT; FURTHER ASSURANCES. To secure the performance of all Lessee's obligations hereunder,
<br />Lessee hereby grants to Lessor a security interest constituting a first lien on the Equipment and on all additions, attachments,
<br />repairs, replacements and modifications thereto or therefore, and on any proceeds therefron~ Lessee agrees to execute or
<br />deliver such additional documents, including, without limitation, fmancing statements, opinions of counsel, notices and
<br />similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its
<br />security interest in the Equipment or for the confmuation or perfection of this Lease and Lessor's rights hereunder provided
<br />that the terms and provisions of any such document are reasonable and the document is reasonably requested; and provided
<br />further that the execution of any such document shall be subject to the discretion and judgement of the officers and governing
<br />body of the Lessee.
<br />
<br />10. LAWS AND TAXES. Lessee shall comply with all laws and regulations relating to the Equipment and its use and shall
<br />promptly pay when due all sales, use, property, excise and other taxes and all license and registration fees now or hereafter
<br />imposed by any governmental body or agency upon the Equipment or its use or the rentals hereunder excluding, however, any
<br />taxes on or measured by Lessor's net income. Upon request by Lessor, Lessee shall prepare and file all tax returns relating to
<br />taxes for which Lessee is responsible hereunder winch Lessee is permitted to file under the laws of the applicable taxing
<br />jurisdiction. Notwithstanding anything to the contrary in this Master Lease, the Lessee and Lessor agree the Equipment is
<br />exempt from taxation in accordance with Texas law, and that Lessee or Lessor shall have the full right to administratively or
<br />judicially challenge any tax or assessment levied or attempted to be levied on the Equipment. Save and except to the extent
<br />necessary to pay any tax or assessment to protect the property and security interests of the Lessee and Lessor, the Lessee may,
<br />in its sole discretion, elect not to pay any tax or assessment until such time as the tax or assessment is determined to be due
<br />and owing on the Equipment by a final judgement issued by a court of competent jurisdiction.
<br />
<br />11. iNDEMNITY. To the extent allowed by law, Lessee hereby indemnifies and agrees to save Lessor harmless from any and
<br />ail liability and expense arising out of the ordering, ownersinp, use, condition or operation of each item of Equipment dur'mg
<br />the term of this Lease, including liability for death or injury to persons, damage to property, strict liability under the laws or
<br />judicial decisions of any state or the United States, and legal expenses in defending any claim brought to enforce any such
<br />liability or expense, but excluding any liability for which Lessee is not responsible under Section 10.
<br />
<br />12. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not sell, assign, sublet, pledge, or otherwise
<br />encumber or permit a lien arising through Lessee to exist on or against any interest in this Lease or the Equipment or remove
<br />the Equipment from its location referred to above. Lessor may assign its interest in this Lease and the equipment without
<br />Cessee's consent.
<br />
<br />13. INSPECTION. Lessor may inspect the Equipment at any time and from time to time during regular business hours.
<br />
<br />14. REPAIRS. Lessee will use the Equipment with due care and for the purpose for winch it is intended. Lessee will maintain
<br />the Equipment in good repair, condition and working order and will furinsh all parts and services required therefore, all at its
<br />
<br />
<br />
|