Lesseeshall look to the manufacturer and/or Seller for any claims related to the Equipment.Lessor hereby acknowledges that any manufacturer’s and/or Seller’s warranties are for the benefitof both Lessor and Lessee.No oralagreement, guaranty, promise, condition, representation or warrantyshall be binding; allprior conversations, agreements orrepresentations related hereto and/or to the Equipment are integrated herein, and no modificationhereof shall be binding unless inwriting signed by Lessor. Lessee agrees, at its own cost and expense:(a) to pay all shipping charges and other expenses incurred in connection with the shipment of theEquipment by the Seller to Lessee; (b) to pay all charges and expenses in connection with the operation of each item of Equipment; (c) to comply with all governmental laws, ordinances, regulations, requirements and rules withrespect to the use, maintenance and operation of the Equipment; and (d) to make all repairs and replacements required to be made tomaintain the Equipment in thecondition set forth in Rider A to the Schedule.**4. Insurance.**Lessee shall maintain at all times on the Equipment, at its expense, all-risk physical damageinsurance and comprehensive generaland/or automobile (as appropriate) liability insurance (covering bodily injury and propertydamage exposures including, but not limited to,contractual liability and products liability) in such amounts, against such risks, in such formand with such insurers as shall be satisfactoryto Lessor; provided, that the amount of all-risk physical damage insurance shall not on any datebe less than the greater of the fullreplacement value or the Stipulated Loss Value of the Equipment as of such date.Eachphysical damage insurance policy will name Lessor as loss payee. Each liability insurancepolicy will name Lessor as additionalinsured. Each insurance policy will also require that the insurer give Lessor at least thirty (30)days prior written notice of any alteration inor cancellation of the terms of such policy and require that Lessor’s interests be continuedinsured regardless of any breach or violationby Lessee or others of any warranties. declarations or conditionscontained in such insurancepolicy. In no event shall Lessor beresponsible for premiums, warranties or representations to any insurer or any agent thereof.Lessee shall furnish to Lessor a certificateor other evidence satisfactory to Lessor that such insurance coverage is in effect, but Lessorshall be under no duty to ascertain theexistence or adequacy of such insurance. The insurance maintained by Lessee shall be primarywithout any right of contribution frominsurance which may be maintained by Lessor. Lessee shall be liablefor all deductible portions ofall required insurance. Lessor may,at its own expense, for its own benefit, purchase insurance in excess of that required under thisLease Agreement. Physical damageinsurance proceeds shall be applied as set forth in Section 5.**5. Loss and Damage.**Lessee agrees to assume and bear the entire risk of any partial or complete loss with respect tothe Equipment from any and everycause whatsoever including theft, loss, damage, destruction or governmental taking, whether or notsuch loss is covered by insurance orcaused by any default or neglect of Lessee. Lessee agrees to give Lessor prompt notice of anydamage to or loss of any Equipment. Allphysical damage insurance proceeds shall be payable directly to Lessor. If any of the Equipment islost, destroyed, damaged beyondrepair, or taken by governmental action, Lessee shall pay to Lessor on the next rent payment datefollowing such loss or taking theStipulated Loss Value for such Equipment (computed as of the rent payment date on or immediatelypreceding the date of such loss ortaking), and any other amounts then due and owing hereunder(including all rent payments due on orprior to the date of such StipulatedLoss Value payment) with respect to that Equipment, and the Lease for such Equipment shallterminate when such payment is made.Following payment of any Stipulated Loss Value, and if no Event of Default as defined in Section10 has occurred and remainscontinuing, Lessor will then:(a) transfer to Lessee Lessor’s rights to such Equipment “as-is, where-is and with all defects,”without recourse and withoutrepresentation or warranty, express or implied, other than a warranty that the Equipment is freeand clear of any liens created byLessor; and (b) remit to Lessee any physical damage insurance proceeds arising out of such loss up to theamount of the Stipulated Loss Valuepaid.Lessee shall determine in the exercise of its reasonable judgment whether the Equipment is damagedbeyond repair, subject to Lessor’sapproval. In the event of damage or loss which does not result in damage beyond repair or a totalloss of the Equipment or any itemthereof, Lessee shall cause the affected Equipment to be restored to the condition required by the terms of this Lease. Upon completion of such repair and after supplying Lessor with satisfactoryevidence thereof (and provided no Event of Default has occurred and remains continuing), Lesseeshall be entitled to receive any insurance proceeds or other recovery to which Lessor wouldotherwise be entitled in connection with such loss up to the amount expended by Lessee in makingthe repair.   2288 (11/01) Master Lease Agreement— TRAC Page 2 of 8
 

 
Lessor shall not be obligated to undertake by litigation or otherwise the collection of anyclaim against any person for loss of, damage to, or governmental taking of the Equipment, butLessor will cooperate with Lessee at Lessee’s expense to pursue such claims.Except as expressly provided above, the total or partial destruction of any Equipment or Lessee’stotal or partial loss of use orpossession thereof shall not release or relieve Lessee from its obligations under this MasterLease or any Schedule including the duty topay the rent(s) herein provided.**6. Taxes.**Lessee shall pay, and shall indemnify and hold Lessor harmless from and against, on an after-taxbasis, all fees, taxes, withholdings, assessments and other governmental charges, howeverdesignated together with any penalties, fines or interest, if any, thereon, (collectively, the“Impositions”) which are at any time levied or imposedagainst lessor, Lessee, this Lease, theEquipment or any part thereof by any Federal, state, local or foreign government or taxingauthority upon, with respect to, as a result of or measured by (i) the Equipment (or any partthereof), or this Lease or the interest of the Lessor therein; or (ii) the purchase, ownership,delivery, leasing, possession, maintenance, use, operation, return, sale or other disposition ofthe Equipment or any part thereof; or (iii) the rentals, receipts or earnings payable under thisLease or otherwise arising from the Equipment or any part thereof;excluding, however, taxes basedon or measured by the net income of Lessor. Lessor (a) shall pay, and promptly upon receipt ofLessor’s invoice therefor Lessee shall reimburse Lessor for paying, any impositions, and (b) incase any report or return is required to be filed with respect to any impositions, Lessor willmake such report or return to show Lessor’s ownership of the Equipment Lessor and Lessee mayinstead agree in writing that Lessee will pay any impositions directly or file any such reportsor returns. Lessee’s obligations under this Section shall survive the expiration or terminationof this Lease.**7.Lessor’s Title, Right of Inspection and Identification of Equipment.**Title to the Equipment shall at all times remain in Lessor, except as provided in the nextsentence. With respect to anysoftware financed hereunder as to which Lessor is not the licensee or licensor, Lessee herebygrants Lessor a security interestin such software to secure the payment and performance of Lessee’s obligations under this Lease.Lessee will at all timesprotect and defend, at its own cost and expense, the title of Lessor from and against all claims,liens and legal processes of creditors ofLessee and keep all the Equipment free and clear from all such claims, liens and processes. TheEquipment is and shall remainpersonal property. Upon the expiration or termination of this Lease with respect to any item ofEquipment Lessee shall return suchEquipment in accordance with the provisions set forth in Rider A to the Schedule.Lessor shall have the right from time to time during reasonable business hours to enter uponLessee’s premises or elsewhere for the purpose of confirming the existence, condition and propermaintenance of the Equipment and during any period of storage Lessor shall also have the right todemonstrate and show the Equipment to others. The foregoing rights of entry are subject to anyapplicable governmental laws, regulations and rules concerning industrial security. Lessee shall,upon the request of Lessor, and at its own expense firmly affix to the Equipment, in aconspicuous place, such a decalcomania or metal plate as shall be supplied by Lessor showing theLessor as the owner and lessor of such Equipment.**8. Possession, Use and Changes in Location of Equipment.**So long as Lessee shall not be in default under the Lease it shall be entitled to the possessionand use of the Equipment in accordance with the terms of this Lease. The Equipment shall be usedin the conduct of the lawful business of Lessee, and no item of Equipment shall be removed fromits location shown on the Schedule, without the prior written consent of Lessor. Lessee shall not,without Lessor’s prior written consent, part with possession or control of the Equipment or attemptor purport to sell, pledge, mortgage or otherwise encumber any of the Equipment or otherwisedispose of or encumber any interest under this Lease.**9. Performance of Obligations of Lessee by Lessor.**In theevent that the Lessee shall fail duly and promptly to perform any of its obligations underthe provisions of Sections 3, 4, 5, 6, and 7 of this Lease, Lessor may, at its option, perform thesame for the account of Lessee without thereby waiving such default, and any amount paid orexpense (including reasonable attorneys’ fees), penalty or other liability incurred by Lessor insuch performance, together with interest at the rate of 1 1/2% per month thereon (but in no eventgreater than the highest rate permitted by relevant law) until paid by Lessee to Lessor, shall bepayable by Lessee upon demand as additional rent for the Equipment. Lessee shall be responsiblefor and pay to Lessor a returned check fee, not to exceed the maximum permitted by law, which feewill be equal to the sum of (i) the actual bank charges incurred by Lessor plus (ii) all otheractual costs and expenses incurred by Lessor. The returned check fee is payable upon demand asadditional rent under this Lease.**10. Default.**An Event of Default shall occur If:(a) Lessee fails to pay when due any installment of rent and such failure continues for a period of10 days;   2286(11/01)Master Lease Agreement — TRAC Page 3 of 8
 

 
(b) Lessee shall fail to perform or observe any covenant, condition or agreement to beperformed or observed by it hereunder and suchfailure continues uncured for 15 days after written notice thereof to Lessee by Lessor; (c) Lessee ceases doing business as a going concern, makes anassignment for the benefit ofcreditors, admits in writing its inability topay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated abankrupt or an insolvent, files a petitionseeking for itself any reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar arrangement underany present or future statute, law or regulation or files an answer admitting the materialallegations of a petition filed against it in anysuch proceeding, consents to or acquiesces in the appointment of a trustee, receiver, orliquidator of it or of all or any substantialpart of its assets or properties, or if it or its shareholders shall take any action looking toits dissolution or liquidation; (d) within 60 days after the commencement of any proceedings against Lessee seekingreorganization, arrangement, readjustment,liquidation, dissolution or similar relief under any present or future statute, law orregulation, such proceedings shall not have beendismissed, or if within 60 days after the appointment without Lessee’s consent or acquiescenceof any trustee, receiver or liquidatorof it or of all or any substantial part of its assets and properties, such appointment shallnot be vacated; (e) Lessee attempts to remove, sell, transfer, encumber, part with possession or sublet theEquipment or any item thereof; (f) Lessee defaults in payment or performance of any obligation or indebtedness of any kind ordescription, whether direct, indirect,absolute or contingent, due or to become due, now existing or hereafter arising owing to Lessoror any of its agents or affiliates; (g) Any warranty, representation or statement made or furnished to Lessor by or on behalf ofLessee in or in connection with this Leaseproves to have been false in any material respect when made or furnished; or (h) A third party takes any action to foreclose on, obtainpossession or control of, collect,sell or otherwise dispose of or exercise any rights with respect to any of the Equipmentwithout the express written consent of Lessor.**11. Remedies Upon Default.**Upon the occurrence of an Event of Default, Lessor shall have all the rights and remediesprovided by applicable law and by this Lease. Notwithstanding that this Agreement is a lease andtitle to the Equipment is at all times in Lessor, Lessor may nevertheless at its option choosethose rights and remedies of a secured party under the Uniform Commercial Code. In addition,Lessor, at its option, may:(a) by notice to Lessee terminate this Lease effective on the date such Event of Default firstoccurred; (b) proceed by appropriate court action or actions or other proceedings either at law or equityto enforce performance by the Lessee ofany and all covenants of this Lease and to recover damages for thebreach thereof; (c) Lessor and/or its agents may without notice or liability orlegal process, enter into anypremises of or under control or jurisdiction ofLessee or any agent of Lessee where the Equipment may be or by Lessor is believed to be, andrepossess all or any item thereof,disconnecting and separating all thereof from any other property and using all force necessaryor permitted by applicable law so todo, Lessee hereby expressly waiving all further rights to possession of the Equipment and allclaims for injuries suffered through orloss caused by such repossession or demand that Lessee deliver the Equipment forthwith to Lessorat Lessee’s expense at suchplace as Lessor may designate; and (d) elect to sell, release or otherwise dispose of all or part of the Equipment or to retain allor part thereof, in such manner and on suchterms and conditions as Lessor may determine in its sole discretion, with or without notice toLessee which Lessee hereby waives tothe extent permitted by applicable law (Lessor may sell or lease the Equipment at a time andlocation of its choosing provided thatthe Lessor acts in good faith and in a commercially reasonable manner);  (e) declare immediately due and payable any unpaid rent, late charges and any other amounts duehereunder that accrued on or beforethe occurrence of the Event of Default, plus as liquidated damages for loss of the bargain andnot as a penalty, an amount equal tothe Stipulated Loss Value for the Equipment as of the rent payment date immediately precedingthe date Lessor declares the Leasein default, and, in addition, all attorney and court costs incurred by Lessor relating to theenforcement of its rights under the Lease.Lessor may sell the Equipment at private or public sale, in bulk or in parcels, with or withoutnotice, without having the Equipmentpresent at the place of sale; or Lessor may lease, otherwise dispose of or keep idle all orpart of the Equipment, subject, however, toits obligation to mitigate damages;    and Lessor may use Lessee’s premises for any or all of the foregoing. The proceeds of sale,lease or other disposition, if any, of the Equipment shall be applied (1) to all Lessor’scosts, charges and expenses incurred in taking, removing, holding, repairing and selling,leasing or otherwise disposing of the Equipment including attorney fees; then (2) to the extentnot previously paid by Lessee, to pay Lessor the Stipulated Loss Value of the Equipment plusany accrued and unpaid rent, late charges, indemnities and any other amounts then remainingunpaid under the Lease; then (3) to reimburse to Lessee any such sums previously paid by Lesseeas liquidated damages; (4) any surplus shall be retained byLessor. In no event shall Lesseeupon demand by Lessor for payment hereunder or otherwise be obligated to pay any amount inexcess of that permitted by law.   2286 (11/01) Master Lease Agreement— TRAC Page 4 of 8
 

 
The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver ofany future breach of the same or any other obligation. No remedy of Lessor hereunder shall beexclusive of any remedy herein or by law provided, but each shall be cumulative and in additionto every other remedy.**12. Indemnity.**Lessee agrees that Lessor shall not be liable to Lessee for, and Lessee shall indemnify and save Lessorharmless from and against any and all liability, loss, damage,expense, causes of action, suits,claims or judgments arising from or caused directly or indirectly by:(a) Lessee’s failure to promptly perform any of its obligations under the provisions of Sections3, 4, 5, 6 and 7 of this Lease; or (b) injury to persons or damage to property resulting from or based upon actual or alleged use,operation, delivery or transportation of any or all of the Equipment or its location orcondition; or (c) inadequacy of the Equipment, or any part thereof, for any purpose or any deficiency or defecttherein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or anydelay in providing or failure to provide any thereof or any interruption or loss of service oruse thereof or any loss of business; and shall, at its own cost and expense, defend any and allsuits which may be brought against Lessor, either alone or in conjunction with others upon anysuch liability or claim or claims and shall satisfy, pay and discharge any and all judgments andfines that may be recovered against Lessor in any such action or actions, provided, however, thatLessor shall give Lessee written notice of any such claim or demand. Lessee agrees that itsobligations under this Section 12 shall survive the expiration of termination of this Lease.**13. Lessee’s Warranties.**Lessee warrants that each item of Equipment has the recovery period under Section 168(c) of theInternal Revenue Code of 1986 as amended or any comparable successor law (“Code”) as set forth onthe Schedule and will be eligible for depreciation deductions determined by using the methodspecified in Section 168(b)(i) of the Code commencing with the taxable year of Lessor thatincludes the delivery date and using a basis equal to Lessor’s cost as set forth on the Schedule;a reasonable estimate of the useful life of each item of Equipment is at least 125% of its leaseterm; a reasonable estimate of the fair market value of each item of Equipment at the end of itslease term is at least 20% of Lessor’s cost therefore; and Lessee will not use the Equipment in amanner which will result in foreign source income for Lessor; and this Lease constitutes a“qualified motor vehicle operating agreement” within the meaning of Section 7701(h)(2) of theCode, the Equipment constitutes “motor vehicles” within the meaning of such Section 7701(h)(2)and the provisions of Section 18 hereof constitute a “terminal rental adjustment clause” withinthe meaning of Section 7701(h)(3) of the Code.**14. Tax Indemnity.**Lessor has calculated the rent payments and Stipulated Loss Values for each Schedule based in parton Lessee’s warranties herein and on the assumptions that Lessor shall be entitled to all taxbenefits of ownership with respect to the Equipment (the “Tax Benefits”), including but not limitedto, (i) the accelerated cost recovery deductions determined in accordance with Section 168(b)(1) ofthe Code for each item of Equipment based on the cost and depreciable life thereof specified on theSchedule, (ii) deductions for interest on any Indebtedness incurred by Lessor to finance any itemof Equipment and (iii) sourcing of Income and losses attributable to this Lease to the UnitedStates. Lessee agrees to take no action inconsistent with the foregoing or which would result inthe loss, disallowance or unavailability to Lessor of all or any part of the Tax Benefits. Lessee,for any reason whatsoever, including as a result of any amendment to the Code or any other changein tax law occurring after the date of the Lease (“Tax Law Change”), hereby indemnifies and holdsharmless Lessor from and against (i) any of the following: (1) the loss, disallowance,unavailability or recapture of all or any part of the Tax Benefits, if Lessor shall not be entitledor shall determine that it shall not have substantial authority to claim, shall suffer adisallowance of, or shall be required to recapture all or any part of the Tax Benefits; (2) Lessor’soriginally contemplated after-tax rate of return (“Net Return”) is otherwise adversely affected bya Tax Law Change (including a tax rate change); (3) Lessor shall be required to include in itsgross income for any period before the expiration or termination of this Lease any amount otherthan (a) the rent in the respective specified monthly payment amounts and not prior to therespective periods to which rent is allocable under the terms of this Lease and (b) any otheramounts to the extent not offset by deductions for such amounts in Lessor’s taxable year in whichsuch amount are includible in gross income; or (4) any item of income, gain, loss, deduction orcredit with respect to the Equipment shall be treated or derived from, or allocable to, sourceswithout the United States and consequently Lessor shall be able to utilize as a credit against itsFederal Income tax liability in any year, a smaller amount of foreign taxes than it would have beenable to utilize had such item of income, gain, loss, deduction or credit not been treated asderived from, or allocable to sources without the United States; plus (ii) all interest penalties,fines or additions to tax resulting from such loss, disallowance, unavailability or recapture; plus(iii) all taxes required,  to be paid by Lessor upon receipt of the indemnity set forth in thisparagraph which shall be computed at the highest marginal statutory tax rate then applicable toLessor. Any indemnity payments made by Lessee shall be calculated so as to allow Lessor to maintainits Net Return with respect to the Lease. Payment shall be made in immediately available fundswithin 30 days after receipt of a written demand therefor from Lessor. In the event of an indemnitypayment, Stipulated Loss Values shall be adjusted by Lessor to those values determined by Lessor asnecessary to maintain Lessor’s Net Return. For the purposes of this Section, “Lessor” includes forall tax purposes the consolidated taxpayer group of which Lessor is part.**15. Assignment, Notices and Waivers.**   2288 (11/01) Master Lease Agreement — TRAC Page 5 of 8
 

 
This Lease and all rights of Lessor hereunder shall be assignable by Lessor without Lessee’sconsent, but Lessee shall not be obligated to any assignee of Lessor except after written notice ofsuch assignment from Lessor. Following such assignment, solely for the purpose of determiningassignee’s rights hereunder, the term “Lessor” shall be deemed to include or refer to Lessor’sassignee. Without the prior written consent of Lessor, Lessee shall not assign this Lease or itsInterests hereunder or enter into any sub-lease with respect to the Equipment covered hereby. Allnotices to Lessor shall be delivered in person to an officer of the Lessor, or shall be sentcertified mail return receipt requested to Lessor at its address shown herein or at any lateraddress last known to the sender. All notices to Lessee shall be in writing and shall be deliveredby mail at its address shown herein or at any later address lastknown to the sender. A waiver of adefault shall not be a waiver of any other or a subsequent default.**16. Further Assurances.**Lessee shall execute and deliver to Lessor, upon Lessor’s request such instruments and assurancesas Lessor deems necessary or advisable for the confirmation or perfection of this Lease andLessor’s rights hereunder and to enable Lessor to fulfill all of its tax filing obligations.Lessee may not terminate any Schedule without the written consent of Lessor. If Lessor in goodfaith believes itself insecure or performance impaired, it may declare a default hereunder or,instead of declaring a default, Lessor may demand, and Lessee hereby agrees to give, additionalEquipment or other collateral as security for the obligations hereunder. If any of the Equipmentconsists of software, Lessee agrees, at Lessor’s request, to inform Lessor of the name of thelicensor of such software and to provide Lessor with a copy of the license agreement.**17. Lease Irrevocability.**This Leaseis irrevocable for the full terms thereof as set forth in any Schedule and for theaggregate rentals therein reserved and the rent shall not abate by reason of termination ofLessee’s right of possession and/or the taking of possession by the Lessor or for any otherreason.**18. Terminal Rental Adjustment Clause.**(a) Sale of Equipment. Subject to Subsection 18(b) hereof, the fair market sale value ofEquipment as of the final day of the lease term (the “Expiration Date”) shall be determined,and the Equipment shall be sold, as follows; (i) Purchase by Highest Bidder. During the 90-day period prior to the Expiration Date, Lessorshall obtain bids for all items of Equipment from prospective purchasers. Lessee shall befree to bid on such Equipment during such period. Lessor shall sell such Equipment to thehighest bidder on an “as-is, where-is” basis within ten (10) days after the Expiration Date,by delivery of a bill of sale, without representation or warranty, express or implied,except as to the absence of liens created by Lessor, provided that the conditions of suchsale shall not be deemed to limit Lessee’s obligations under Section 7 hereof. Lessor shallinform each bidder, including Lessee, of the amount of all bids received from other biddersbefore and after receipt of a bid from such bidder and each bidder, including Lessee, maybid as many times as it chooses during the 100-day aggregate period referred to above.Lessee shall pay or reimburse to Lessor all taxes (other than income taxes on any gain onsuch sale), costs and expenses (including legal fees and expenses) incurred or paid byLessor in connection with such sale or of the sale described in Subsection 18(a)(ii). TheActual Residual Value shall be deemed to equal the purchase price received for suchEquipment by Lessor net of all amounts referred to in the preceding sentence. (ii) No Available Bidder. In the event no bids are received or the Equipment is not sold duringthe 100-day aggregate period referred to above, Lessee and Lessor agree that a disposition ofsuch Equipment shall have occurred and, in view of the uncertainties of market conditions andthe parties’ inability to predict what the actual sale price of such Equipment would be, thatthe Actual Residual Value shall equal zero for purposes of the rental adjustment set forth inSubsection 18(b) hereof, provided that if and when Lessor sells such Equipment, the ActualResidual Value shall be deemed to equal the purchase price received for such Equipment byLessor net of all amounts referred to in the fifth sentence of the preceding paragraph, andthe rental adjustment set forth in Subsection 18(b) hereof shall be recomputed and payable onsuch basis, without interest. (b) Rent Adjustment. (i) In the event (1) that the Actual Residual Value of the Equipment is less than the percentage(“TRAC percentage”) of the aggregate Lessor’s cost set forth in the Schedule (the “EstimatedResidual Value”), then Lessee shall pay to Lessor, as an adjustment to the rent payable onthe Expiration Date, an amount equal to the excess of the Estimated Residual Value over suchActual Residual Value and (2) that if the Actual Residual Value of the Equipment is greaterthan the Estimated Residual Value, then Lessor shall pay to Lessee,as an adjustment to therent payable on the Expiration Date, an amount equal to the excess of such Actual ResidualValue. (ii) In the event that the Equipment is sold by Lessor pursuant to Section 11 hereof and theamount realized on such sale, net of all taxes, costs and expenses (including withoutlimitation, legal fees and expenses) incurred or paid by Lessor in connection with such saleof such Equipment, is in excess of the sum of (1) the Stipulated Loss Value determined as ofthe rent payment date on or immediately preceding the date of such sale, and (2) all accruedand unpaid rent for such Equipment due on all rent payment dates   2286 (11/01) Master Lease Agreement — TRAC Page 6 of 8
 

 
  up to and on the date of such sale (together with interest on such amounts at the late chargerate from such rent payment dates), then Lessor shall pay to Lessee, as an adjustment to therent payable hereunder, an amount equal to such excess. (iii) Any payments required to be made by this Subsection 18(b) shall be made, in the event theEquipment is not sold, on the Expiration Date, and, in the event such Equipment is sold, onthe date of such sale. Lessor’s obligation to sell such Equipment to Lessee under Subsection18(a) hereof is contingent upon receipt by Lessor of the Equipment and the amount, if any,payable to Lessor by Lessee under this Subsection 18(b).**19. Miscellaneous.**(a) This Lease constitutes the entire agreement between Lessor and Lessee with respect to theEquipment and supersedes all prior correspondence between the parties. No covenant, conditionor other term of provision hereof shall be deemed waived, amended, or modified by eitherparty unless such waiver, amendment, or modification is in writing and signed by each of theparties hereto. Section headings are for convenience only and shall not be construed as partof this Lease.**Lessee’s initials**                     (b) This Lease shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and assigns, except as otherwise provided herein. (c) Any provision of this Lease which may be prohibited or unenforceable in any jurisdictionshall not, as to such jurisdiction, invalidate the remaining provisions hereof and shall notinvalidate or render unenforceable such provision in any other jurisdiction. (d) **LESSOR AND LESSEE IN ANY LITIGATION RELATING TO OR IN CONNECTION WITH THIS LEASE IN WHICHTHEY SHALL BE ADVERSE PARTIES WAIVE TRIAL BY JURY.** (e) **In the event this Lease or any part hereof is deemed to create a security interest, Lesseegrants Lessor a security interest in each item of Equipment as security for all of Lessee’sindebtedness and obligations owing under this Lease and under each Schedule as well as allother present and future indebtedness and obligations of Lessee to Lessor of every kind andnature whatsoever. Lessee authorizes Lessor to file financing statements with respect to theEquipment and ratifies the filing by Lessor of any such financing statement previously filed.** (f) If Lessee is an organization, Lessee (a) is the type of organization, (b) is organizedunder the laws of the jurisdiction, (c) has its chief executive office, and (d) if it is a“registered organization” as defined in Article 9 of the Uniform Commercial Code (i.e.,organized solely under the laws of a single state and as to which the state must maintain apublic record showing the organization to have been organized), has the organizationalidentification number (or, if none, has been assigned no such number by the state oforganization), all as set forth under Lessee’s name (which is its exact and complete legalname) at the signature line of this Lease. If Lessee is an individual, Lessee’s exact andcomplete legal name and principal residence are as set forth at and under Lessee’s name atthe signature line of this Lease. Lessee agrees to notify Lessor in writing immediately inthe event of a change in any of the foregoing facts and information.**20. Special Provisions.**See Trac Certificate consisting of one (1) page attached hereto and made a part hereof.See Financial Covenant Rider consisting of Two (2) pages attached hereto and made a part hereof.If Lessee is a corporation, this Lease is executed by authority of its Board of Directors. IfLessee is a partnership or joint venture, this Lease is executed by authority of all its partnersor co-venturers.Dated: 4/11/2006**Lessee:**           READY MIX, INC.     Name of individual, corporation or partnership             By /s/ Clint Tryon    Title CFO                If corporation, have signed by President, Vice President or Treasurer, and give official title.If owner or partner, state which.           If an organization, If an individual,           Type of organization:Corp. Principal residence:           Jurisdiction of organization: NV                          Organizational identification         2286 (11/01) Master Lease Agreement — TRAC Page 7 of 8
 

 
number (or “None”): C13669-1996Location of chief executive office: NVTHE CIT GROUP/EQUIPMENT FINANCING, INC.           By /s/ [ILLEGIBLE]   Title [ILLEGIBLE]                                      If Lessee is a partnership, enter:           Partners’ names Home addresses   2286 (11/01) Master Lease Agreement — TRAC Page 8 of 8