INSTEAD SOLELY PROVIDING FINANCIAL ACCOMMODATIONS,
INCLUDING LEASE FINANCING.
THE EQUIPMENT IS NOT TO BE USED, AND IS NOT BEING
ACQUIRED HEREBY, FOR USE IN ANY RESPECT FOR LESSEE'S OR ANY OTHER PERSON'S
PERSONAL OR FAMILY PURPOSES AND, AS SUCH, THE EQUIPMENT DOES NOT CONSTITUTE
"CONSUMER GOODS" AS SUCH TERM IS DEFINED UNDER APPLICABLE LAW.
9
LESSOR'S AGREEMENT TO ENTER INTO THIS LEASE AGREEMENT IS IN RELIANCE UPON THE
FREEDOM FROM LIABILITY OR RESPONSIBILITY FOR THE MATTERS WAIVED AND DISCLAIMED
HEREIN.
THE PROVISIONS OF THIS SECTION 8 HAVE BEEN NEGOTIATED BY LESSOR AND
LESSEE AND, EXCEPT FOR ANY EXPRESS WARRANTIES MADE BY LESSOR IN THIS LEASE
AGREEMENT, ARE INTENDED TO CONSTITUTE A COMPLETE EXCLUSION AND NEGATION OF ANY
REPRESENTATIONS, GUARANTIES, OBLIGATIONS OR WARRANTIES OR LESSOR, EXPRESS OR
IMPLIED, WITH RESPECT TO THE EQUIPMENT AND THE RIGHTS, TITLE AND INTEREST BEING
CONVEYED HEREIN WITH RESPECT THERETO THAT MAY ARISE PURSUANT TO ANY APPLICABLE
LAW NOW OR HEREAFTER IN EFFECT.
(B)
LESSOR AND LESSEE AGREE THAT, PROVIDED THAT
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING HEREUNDER,
LESSOR:
(I) SHALL COOPERATE FULLY WITH LESSEE WITH RESPECT TO THE RESOLUTION OF
ANY CLAIMS BY LESSEE AGAINST ANY SUPPLIER WITH RESPECT TO AN ITEM OF EQUIPMENT,
IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AT LESSEE'S EXPENSE, (II) SUBJECT
TO THE INITIAL PROVISO OF THIS SENTENCE, HEREBY LICENSES TO LESSEE, FOR AND
DURING THE TERM OF THIS LEASE AGREEMENT, ANY APPLICABLE WARRANTIES, INDEMNITIES
OR OTHER RIGHTS UNDER ANY SUPPLY CONTRACTS (EXCLUDING ANY REFUNDS OR OTHER
SIMILAR PAYMENTS REFLECTING A DECREASE IN THE VALUE OF ANY SUCH EQUIPMENT, WHICH
AMOUNT SHALL BE RECEIVED BY AND PAID TO LESSOR, AND APPLIED BY LESSOR TO REDUCE
LESSEE'S OBLIGATIONS TO PAY RENT FOR SUCH EQUIPMENT), AND (III) HEREBY
AUTHORIZES LESSEE TO OBTAIN ALL SERVICES, WARRANTIES OR AMOUNTS FROM THE
SUPPLIER OF SUCH EQUIPMENT TO BE USED TO REPAIR SUCH EQUIPMENT (AND SUCH AMOUNTS
SHALL BE USED BY LESSEE TO REPAIR SUCH EQUIPMENT).
LESSEE UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT NEITHER SUPPLIER NOR ITS SALESMEN OR AGENTS IS AN
AGENT OF LESSOR OR AUTHORIZED TO WAIVE, ALTER OR ADD TO ANY PROVISION OF THIS
LEASE AGREEMENT.
9.
REPRESENTATIONS AND WARRANTIES.
LESSEE
REPRESENTS AND WARRANTS FOR THE BENEFIT OF LESSOR AS OF THE DATE OF ACCEPTANCE
OF ANY ITEM OF EQUIPMENT FOR LEASE UNDER THIS LEASE AGREEMENT:
(A)
LESSEE IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF NEVADA AND IS DULY
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN THE JURISDICTION(S) WHERE
THE EQUIPMENT SHALL BE LOCATED AND HAS ADEQUATE CORPORATE POWER AND AUTHORITY TO
ENTER INTO AND PERFORM THE LEASE DOCUMENTS.
(B)
EACH OF THE LEASE DOCUMENTS HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY LESSEE AND CONSTITUTES A VALID, LEGAL AND
BINDING AGREEMENT OF LESSEE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(C)
THE ENTERING INTO AND PERFORMANCE OF EACH
OF THE LEASE DOCUMENTS BY LESSEE SHALL NOT VIOLATE ANY APPLICABLE LAW OR ANY
PROVISION OF LESSEE'S CHARTER OR