business days, after the System has been
delivered, installed and is operating to Manufacturer's specifications, Lessor
shall have the option of treating the Lease as cancelled by Lessee and Lessee
shall automatically assume all of Lessor's rights and obligations as purchaser
of the System, whether under an Acquisition Agreement or otherwise.
IT IS HEREBY AGREED THAT LESSOR IS NOT RESPONSIBLE FOR THE PERFORMANCE,
MAINTENANCE OR SERVICING OF THE SYSTEM AND LEASES SAME "AS-IS."
4. SELECTION OF SYSTEM AND DISCLAIMER OF WARRANTY: Lessee has selected both the
System and the Vendor and/or Manufacturer from whom Lessor covenants to purchase
the System at Lessee's request. LESSEE ACKNOWLEDGES THAT LESSOR HAS NO EXPERTISE
OR SPECIAL FAMILIARITY ABOUT OR WITH RESPECT TO THE SYSTEM. LESSEE AGREES THAT
THE SYSTEM LEASED HEREUNDER IS LEASED "AS-IS" AND IS OF A SIZE, DESIGN AND
CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS SATISFIED THAT THE SAME IS
SUITABLE FOR LESSEE'S PURPOSES, AND THAT LESSOR HAS MADE NO REPRESENTATION OR
WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF SAID SYSTEM FOR THE
PURPOSES AND USES OF LESSEE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT THERETO, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. LESSOR FURTHER DISCLAIMS
ANY LIABILITY FOR LOSS, DAMAGE OR INJURY TO LESSEE OR THIRD PARTIES AS A RESULT
OF ANY DEFECTS, LATENT OR OTHERWISE, IN THE SYSTEM WHETHER ARISING FROM THE
APPLICATION OF THE LAWS OF STRICT LIABILITY OR OTHERWISE. If the System is not
properly installed, does not operate as represented or warranted by the Vendor
and/or Manufacturer, or is unsatisfactory for any reason, Lessee shall make any
claim on account thereof solely against the Vendor and/or Manufacturer and
shall, nevertheless, pay Lessor all Lease Payments under the Lease and shall not
set up against Lessee's obligations any such claims as a defense, counterclaim,
set-off or otherwise. So long as Lessee is not in breach or default of this
Agreement or any Lease hereunder, Lessor hereby assigns to Lessee, solely for
the purpose of making and prosecuting any such claim, any rights which Lessor
may have against the Vendor and/or Manufacturer for breach of warranty or other
representation respecting any item of the System. All proceeds of any warranty
recovery by Lessee from the Vendor and/or Manufacturer of any item of the System
shall first be used to repair or replace the affected item.
LESSEE ACKNOWLEDGES THAT NEITHER THE VENDOR NOR ANY SALESPERSON, EMPLOYEE,
REPRESENTATIVE OR AGENT OF THE VENDOR AND/OR MANUFACTURER IS AN AGENT OR
REPRESENTATIVE OF LESSOR, AND THAT NONE OF THE ABOVE IS AUTHORIZED TO WAIVE OR
ALTER ANY TERM, PROVISION
OR CONDITION OF THIS AGREEMENT OR ANY LEASE HEREUNDER, OR MAKE ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT, ANY LEASE HEREUNDER
OR THE SYSTEM LEASED HEREUNDER. Lessee further acknowledges and agrees that
Lessee, in executing this Agreement and each Lease hereunder, has relied solely
upon the terms, provisions and conditions contained herein and therein, and any
other statements, warranties,