THIS LEASE AGREEMENT.
(M)
IF REQUESTED BY LESSOR, LESSEE SHALL PROVIDE
TO LESSOR FROM TIME TO TIME AN OPINION OF COUNSEL AND OTHER SUPPORTING DOCUMENTS
TO THE FOREGOING EFFECT AND WITH RESPECT TO SUCH OTHER LEGAL MATTERS AS LESSOR
MAY REASONABLY REQUEST AND AS RELATED TO THE PURPOSES OF THIS LEASE AGREEMENT.
(N)
LESSEE IS THE SOLE "OPERATOR" AND LESSOR IS
NOT AN "OPERATOR", AS THAT TERM MAY BE DEFINED OR USED BY APPLICABLE LAW, OF THE
EQUIPMENT.
11
(O)
THE EQUIPMENT IS AND WILL AT ALL TIMES BE
LOCATED AT THE LUSK FACILITY.
(P)
LESSEE POSSESSES ALL RIGHTS TO THE SOFTWARE
THAT ARE REQUIRED FOR THE OPERATION AND USE OF THE EQUIPMENT AND SUCH RIGHTS
EXTEND THROUGH THE TERM EXPIRATION DATE.
10.
COVENANTS OF LESSEE.
LESSEE COVENANTS AND
AGREES AS FOLLOWS:
(A)
LESSEE SHALL FURNISH LESSOR (I) WITHIN ONE
HUNDRED FIVE (105) DAYS AFTER THE END OF EACH FISCAL YEAR OF LESSEE, A BALANCE
SHEET OF LESSEE AS AT THE END OF SUCH YEAR, AND THE RELATED STATEMENTS OF INCOME
AND RETAINED EARNINGS AND CASH FLOWS OF LESSEE FOR SUCH FISCAL YEAR, PREPARED IN
ACCORDANCE WITH GAAP, ALL IN REASONABLE DETAIL AND CERTIFIED BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS OF RECOGNIZED STANDING SELECTED BY LESSEE; (II)
WITHIN FORTY FIVE (45) DAYS AFTER THE END OF EACH QUARTER OF LESSEE'S FISCAL
YEAR A BALANCE SHEET OF LESSEE AS AT THE END OF SUCH QUARTER, AND THE RELATED
STATEMENT OF INCOME AND RETAINED EARNINGS AND CASH FLOWS OF LESSEE FOR SUCH
QUARTER, PREPARED IN ACCORDANCE WITH GAAP.
LESSEE MAY DISCHARGE ITS OBLIGATIONS
UNDER THIS SECTION 10(A) BY FURNISHING TO LESSOR WITHIN TEN (10) DAYS AFTER THE
DATE ON WHICH THEY ARE FILED, ALL REGULAR PERIODIC REPORTS, FORMS AND OTHER
FILINGS REQUIRED TO BE MADE BY LESSEE TO THE SECURITIES AND EXCHANGE COMMISSION.
(B)
LESSEE SHALL EXECUTE AND DELIVER TO LESSOR
OR LESSOR'S DESIGNEE UPON LESSOR'S REQUEST SUCH FURTHER AND ADDITIONAL
DOCUMENTS, INSTRUMENTS AND ASSURANCES AS LESSOR DEEMS REASONABLY NECESSARY (A)
TO ACKNOWLEDGE AND CONFIRM, FOR THE BENEFIT OF LESSOR OR ANY TRANSFEREE, ALL OF
THE TERMS AND CONDITIONS OF ALL OR ANY PART OF THIS LEASE AGREEMENT AND LESSOR'S
OR TRANSFEREE'S RIGHTS WITH RESPECT THERETO, AND LESSEE'S COMPLIANCE WITH ALL OF
THE TERMS AND PROVISIONS THEREOF, AND (B) LESSEE SHALL PROMPTLY EXECUTE AND
DELIVER TO LESSOR SUCH FURTHER DOCUMENTS AND TAKE SUCH FURTHER ACTION AS LESSOR
OR TRANSFEREE MAY REQUIRE IN ORDER TO MORE EFFECTIVELY CARRY OUT THE INTENT AND
PURPOSE OF THIS LEASE AGREEMENT.
(C)
LESSEE SHALL PROVIDE WRITTEN NOTICE TO
LESSOR:
(I) THIRTY (30) DAYS PRIOR TO ANY CHANGE IN THE NAME, ADDRESS, OR STATE
OF INCORPORATION OF LESSEE; (II) PROMPTLY UPON THE OCCURRENCE OF ANY DEFAULT OR
EVENT OF DEFAULT; (III) OF THE COMMENCEMENT OF PROCEEDINGS UNDER FEDERAL
BANKRUPTCY LAWS OR ANY OTHER INSOLVENCY LAWS (AS NOW OR HEREAFTER IN EFFECT)
INVOLVING LESSEE OR ANY PERSON (OTHER THAN LESSOR) HOLDING AN INTEREST IN THE
EQUIPMENT; (IV) PROMPTLY UPON LESSEE BECOMING AWARE OF (1) ANY ALLEGED MATERIAL
VIOLATION OF