APPLICABLE LAW, OR (2) ANY THREATENED OR ACTUAL SUSPENSION,
REVOCATION OR RESCISSION OF ANY PERMIT NECESSARY FOR LESSEE TO BE IN COMPLIANCE
WITH THE TERMS HEREOF; OR (3) ANY PENDING OR THREATENED CLAIM AFFECTING THE
EQUIPMENT, IN WHOLE OR IN PART, OR LESSEE'S ABILITY TO MEET ITS OBLIGATIONS
HEREUNDER; AND IN EACH CASE SHALL PROCEED TO REMEDY SUCH SITUATION AND KEEP
LESSOR INFORMED OF ALL SUCH ACTION TAKEN BY LESSEE TO SO DO; (V) PROMPTLY UPON
RECEIPT OF THE SAME, COPIES OF ALL NOTICES, CERTIFICATES, DOCUMENTS AND
INSTRUMENTS RECEIVED BY LESSEE WHICH MATERIALLY AFFECT THE EQUIPMENT OR THE
SOFTWARE; (VI) PROMPTLY AFTER ANY OF THE EQUIPMENT BECOMES LOST, STOLEN,
DESTROYED, MATERIALLY DAMAGED OR WORN OUT; (VII) PROMPTLY AFTER THE TERMINATION
OF ANY LICENSE OR RIGHT TO USE THE SOFTWARE; AND (VIII) THIRTY (30) DAYS PRIOR
TO ANY RELOCATION OF ANY ITEM OF EQUIPMENT FROM THE LUSK FACILITY.
12
(D)
LESSEE SHALL NOT ATTACH OR INCORPORATE THE
EQUIPMENT TO OR IN ANY OTHER ITEM OF EQUIPMENT OR ANY REALTY IN SUCH A MANNER
THAT THE EQUIPMENT MAY BE DEEMED TO HAVE BECOME AN ACCESSION TO OR A PART OF
SUCH OTHER ITEM OF EQUIPMENT OR REALTY.
(E)
UPON LESSOR'S REQUEST, LESSEE SHALL CAUSE
EACH PRINCIPAL ITEM OF THE EQUIPMENT TO BE MARKED AT ALL TIMES, IN A PLAIN,
DISTINCT AND LEGIBLE MANNER, WITH THE NAME OF LESSOR AND ANY COLLATERAL
TRANSFEREE, INDICATING THEIR INTEREST THEREIN AND THE NAME OF LESSEE, INDICATING
THAT IT IS THE SOLE "OPERATOR", AS THAT TERM MAY BE DEFINED BY APPLICABLE LAW.
(F)
LESSEE AGREES NOT TO CLAIM ANY TAX
BENEFITS WITH RESPECT TO ANY EQUIPMENT AND AGREES THAT IT WILL (I) REFRAIN FROM
WITHHOLDING, FROM PAYMENTS MADE BY LESSEE TO LESSOR OR ANY TRANSFEREE UNDER ANY
LEASE DOCUMENT, ANY FEDERAL INCOME TAX UNDER ANY SECTION OF THE CODE (INCLUDING,
WITHOUT LIMITATION, SECTION 1442) PROVIDED THAT LESSEE RECEIVES FROM ANY
TRANSFEREE THAT IS A FOREIGN CORPORATION (AND FROM LESSOR, IF LESSOR IS A
FOREIGN CORPORATION) THE STATEMENT DESCRIBED IN SECTION 881(C)(2)(B)(II) OF THE
CODE, AND (II) TIMELY FILE ALL REQUIRED INFORMATION AND OTHER RETURNS REQUIRED
UNDER FEDERAL INCOME TAX REGULATIONS IMPLEMENTING AND INTERPRETING SECTION
881(C) OF THE CODE.
11.
ASSIGNMENT AND TRANSFER.
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR, LESSEE SHALL NOT ASSIGN ANY OF ITS RIGHTS NOR DELEGATE ANY OF ITS
OBLIGATIONS HEREUNDER, SUBLEASE THE EQUIPMENT OR OTHERWISE PERMIT THE EQUIPMENT
TO BE OPERATED OR USED BY, OR TO COME INTO OR REMAIN IN THE POSSESSION OF, ANY
PERSON OTHER THAN LESSEE.
NO ASSIGNMENT OR SUBLEASE, WHETHER AUTHORIZED IN THIS
SECTION 11 OR IN VIOLATION OF THE TERMS HEREOF, SHALL RELIEVE LESSEE OF ITS
OBLIGATIONS HEREUNDER AND LESSEE SHALL REMAIN PRIMARILY LIABLE HEREUNDER.
(B)
LESSOR MAY TRANSFER ITS RIGHTS, OBLIGATIONS,
TITLE AND/OR INTEREST IN THE EQUIPMENT AND EACH OF THE LEASE DOCUMENTS TO ONE OR
MORE TRANSFEREES AS COLLATERAL SECURITY OR OTHERWISE.
LESSEE HEREBY
ACKNOWLEDGES AND AGREES THAT IN THE EVENT LESSOR OR SUCH OTHER TRANSFEREE HAS
TRANSFERRED ITS INTEREST HEREIN (I) NO TRANSFEREE(S)