(computed as described in the applicable Schedule) of the Equipment; plus (iii)
all other amounts that become due and owing under the applicable Schedule, but
only to the extent such amounts are not included in the moneys paid to Lessor
pursuant to clauses (i) and (ii) above.
Upon Lessor's full receipt of such
Lessor's Return:
(y) the applicable Schedule shall terminate, and except as
provided in Section 24, Lessee shall be relieved of all obligations under the
applicable Schedule; and (z) Lessor shall transfer all of its interest in the
Equipment to Lessee "AS IS, WHERE IS," and without any warranty, express or
implied from Lessor, other than the absence of any liens or claims by, through,
or under Lessor. Notwithstanding clause (b) hereof, Lessee may, at its option,
continue Rental Payments under the applicable Schedule, without interruption,
and replace the damaged Equipment with Equipment of identical model,
manufacturer, and condition (Replacement Equipment) (in which case Lessee shall
cause the Replacement Equipment to be delivered to a location acceptable to
Lessor and shall convey title (lien free) to the Lessor whereupon the
Replacement Equipment shall be subject to all of the terms and conditions of
this Agreement and the applicable Schedule).
13.
NON-CANCELABLE NET LEASE.
ALL LEASES HEREUNDER SHALL BE NON-CANCELABLE NET
LEASES, AND LESSEE AGREES THAT IT HAS AN UNCONDITIONAL OBLIGATION TO PAY ALL
RENTAL PAYMENTS AND OTHER AMOUNTS WHEN DUE.
LESSEE IS NOT ENTITLED TO ABATE OR
REDUCE RENTAL PAYMENTS OR ANY OTHER AMOUNTS DUE, OR TO SET OFF ANY CHARGES
AGAINST THOSE AMOUNTS.
LESSEE IS NOT ENTITLED TO RECOUPMENTS, CROSS-CLAIMS,
COUNTERCLAIMS OR ANY OTHER DEFENSES TO ANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE
HEREUNDER, WHETHER THOSE DEFENSES ARISE OUT OF CLAIMS BY LESSEE AGAINST LESSOR,
SELLER, THIS AGREEMENT, ANY SCHEDULE OR OTHERWISE.
NEITHER DEFECTS IN
EQUIPMENT, DAMAGE TO IT, NOR ITS LOSS, DESTRUCTION OR LATE DELIVERY SHALL
TERMINATE THIS AGREEMENT OR ANY SCHEDULE, OR AFFECT LESSEE'S OBLIGATIONS
HEREUNDER.
UNLESS LESSEE'S OBLIGATION TO PAY RENTAL PAYMENTS AND OTHER AMOUNTS
HAS BEEN TERMINATED PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT, ALL RENTAL
PAYMENTS AND OTHER AMOUNTS SHALL CONTINUE TO BE DUE AND PAYABLE HEREUNDER.
14.
LESSOR DISCLAIMERS; LIMITATION OF REMEDIES.
IT IS SPECIFICALLY UNDERSTOOD AND
AGREED THAT:
(A) LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION,
WARRANTY OR PROMISE MADE BY SELLER, NEITHER SELLER NOR LESSOR SHALL ACT AS, OR
BE DEEMED TO BE, AN AGENT OF THE OTHER, AND LESSOR SHALL NOT BE BOUND BY, OR
LIABLE FOR, ANY REPRESENTATION OR PROMISE MADE BY SELLER (EVEN IF LESSOR IS
AFFILIATED WITH SELLER); (B) LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE OF ANY
EQUIPMENT OR ANY DELAY IN ITS DELIVERY OR INSTALLATION; (C) LESSOR SHALL NOT BE
LIABLE FOR ANY BREACH OF ANY WARRANTY THAT SELLER MAY HAVE MADE; (D) LESSEE HAS
SELECTED ALL EQUIPMENT WITHOUT LESSOR'S ASSISTANCE; (E) LESSOR IS NOT A
MANUFACTURER OF ANY EQUIPMENT; AND (F) LESSOR HAS NOT MADE AND DOES NOT NOW MAKE
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,