|
<br /> q5'?
<br /> operation of each item of Equipment; (d) to make all repairs and replacements required to be made to maintain
<br /> the Equipment in good condition and repair, reasonable wear and tear excepted; and (e) to make no alterations
<br /> in or to, and to affix. no attachments, accessories or additions to, the Equipment without Lessor's prior written
<br /> consent. The Equipment shall be used and serviced in accordance with the instructions of the manufacturer
<br /> and shall take such actions as necessary to preserve and maintain in effect all warranties of the manufacturer
<br /> and/or vendor of the Equipment. The Equipment shall not be used by unqualified operators nor for purposes
<br /> other than those for which it has been designed, nor shall it be serviced or repaired by persons not authorized
<br /> to do so by the manufacturer thereof, if authorized persons are reasonably available.
<br /> 10. NET LEASE. It is understood and agreed that this Lease is a net lease, and that; as between Lessor
<br /> and Lessee, Lessee shall be responsible for all costs and expenses of every nature whatsoever arising out of
<br /> -- or in connection with or related to this Lease and/or the Equipment. Except as provided in Section 4 above,
<br /> Lessee's obligation to pay all rental and other payments hereunder shall be absolute and unconditional and shall
<br /> not be affected by any circumstances whatsoever, including, without limitation (a) any set off, counterclaim,
<br /> recoupment, defense or other right which Lessee may have against Lessor or any other person for any reason
<br /> whatsoever, (b) any defect in the title, condition, design, operation or fitness for use of, or any damage to or
<br /> loss or destruction of, the Equipment, or any interruption or cessation in the use or possession thereof by
<br /> Lessee for any reason whatsoever including any termination of any license agreement for software, or (c) any
<br /> other circumstance, happening or event whatsoever, whether or not similar to the foregoing. Except as
<br /> provided in Section 4 above, Lessee hereby waives, and hereby agrees to waive at any further time at the
<br /> request of Lessor, to the extent now or then pennitted by applicable laws, any and all rights which it may now
<br /> or hereafter have or which at any time hereafter may be conferred upon it, by statute or otherwise, to
<br /> tenninate, cancel, quit or surrender this Lease.
<br /> 11. INDEi\1NITY. To the extent pennitted by law, Lessee shall indemnify Lessor against, and hold
<br /> Lessor harmless ITom, any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities,
<br /> at law or in equity of whatsoever kind and nature, in contract or tort, including attorneys' fees, arising out of,
<br /> relating to, connected with, or resulting ITom this Lease or the Equipment, including, without limitation, the
<br /> manufacture, selection, purchase, delivery, acceptance (or lack thereof), possession, condition, use, operation
<br /> or return of the Equipment. Specifically, without limiting the foregoing, Lessee shall indemnifY and hold
<br /> Lessor harmless ITom and against all claims, to the extent applicable, of trademark, patent and copyright
<br /> infiingement, and of the wrongful use of trade secrets or proprietary information in any form, against all claims
<br /> for property damage, personal injury or wrongful death, and against all claims that the Equipment or any part
<br /> thereof is or has become a fixture with respect to any real property. Lessee's obligations hereunder will survive
<br /> .~ the expiration ofthis Lease with respect to events occuning or alleged to have occurred prior to the return of
<br /> the Equipment to Lessor at the end of the term hereof, if Lessee does not purchase the same. Lessee shall
<br /> promptly notifY Lessor of any claim or action subject to the provisions of this Section that is brought or
<br /> threatened against Lessee. Lessor shall have the right, at Lessor's sole discretion, to intervene in any such
<br /> claim or action and to be defended with legal counsel of Lessor's choice.
<br /> 12. FINANCIAL REPORTING REQUIREMENTS. Lessee shall maintain a standard, modern system
<br /> of accounting that reflects the application of generally accepted accounting principles consistently applied.
<br /> Lessee shall furnish to Lessor within one hundred twenty (120) days of the close of each fiscal year, Lessee's
<br /> audited financial statements. Lessee shall furnish Lessor such additional financial information, including, but
<br /> not limited to, budgets, ITom time to time specified by Lessor in such form and with such certifications as
<br /> Lessor may require.
<br /> 8
<br />
|