liability of Lessor and the OEM of any of the Equipment leased hereunder,
whether in contract, in tort, under warranty, in
9
negligence or otherwise, shall not exceed the fair market value of the Equipment
itself and under no circumstances shall Lessor or the OEM of any of the
Equipment be liable for direct, special, indirect, or consequential damages.
Neither Lessor nor any manufacturer of any of the Equipment shall be liable in
any respect for the acceptance of counterfeit and/or fraudulent materials (i.e.
tokens, coins, bills, etc.) by the Equipment. Any unauthorized modification,
alteration, or revision of all or any portion of the Equipment shall cause the
warranty described above to be null and void.
Lessor, its affiliates,
subsidiaries, representatives, and agents make no other warranty, express or
implied.
IN NO EVENT SHALL LESSOR BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, ARISING OUT
OF THIS LEASE OR ANY LEASE SCHEDULE REGARDLESS OF THE NATURE OF ANY CLAIM MADE
BY LESSEE.
17.
ASSIGNMENT OF LEASE. LESSEE ACKNOWLEDGES AND
AGREES THAT LESSOR MAY ASSIGN, MORTGAGE, OR OTHERWISE TRANSFER ITS INTEREST
THEREUNDER AND/OR IN THE EQUIPMENT TO OTHERS ("ASSIGNEES") WITHOUT ANY CONSENT
OF LESSEE, PROVIDED HOWEVER THAT LESSEE SHALL BE NOTIFIED OF ANY ASSIGNMENT.
ACCORDINGLY, LESSEE AND LESSOR AGREE THAT UPON SUCH ASSIGNMENT, LESSEE (I) SHALL
ACKNOWLEDGE SUCH ASSIGNMENT IN WRITING BY EXECUTING A NOTICE, CONSENT AND
ACKNOWLEDGMENT OF ASSIGNMENT FURNISHED BY LESSOR; (II) SHALL PROMPTLY PAY ALL
RENT WHEN DUE TO THE DESIGNATED ASSIGNEES, NOTWITHSTANDING ANY DEFENSE, SETOFF,
ABATEMENT, RECOUPMENT, REDUCTION OR COUNTERCLAIM WHATSOEVER THAT LESSEE MAY HAVE
AGAINST LESSOR; (III) SHALL NOT PERMIT THE LEASE OR LEASE SCHEDULE SO ASSIGNED
TO BE AMENDED OR THE TERMS THEREOF WAIVED WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ASSIGNEES; (IV) SHALL NOT REQUIRE THE ASSIGNEES TO PERFORM ANY OBLIGATIONS
OF LESSOR UNDER SUCH LEASE SCHEDULE; (V) SHALL NOT TERMINATE OR ATTEMPT TO
TERMINATE THE LEASE OR LEASE SCHEDULE ON ACCOUNT OF ANY DEFAULT BY LESSOR; AND
(VI) ACKNOWLEDGES THAT ANY ASSIGNEE MAY REASSIGN ITS RIGHTS AND INTEREST WITH
THE SAME FORCE AND EFFECT AS THE ASSIGNMENT DESCRIBED HEREIN. LESSEE SHALL NOT
ASSIGN THIS LEASE OR ANY LEASE SCHEDULE OR ASSIGN ITS RIGHTS IN OR SUBLET THE
EQUIPMENT, OR ANY INTEREST THEREIN WITHOUT LESSOR'S AND ITS ASSIGNEE'S PRIOR
WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
18.
FINANCIAL INFORMATION, FURTHER ASSURANCES.
18.1.
FINANCIAL INFORMATION. LESSEE WILL PROVIDE LESSOR
MONTHLY FINANCIAL STATEMENTS WITHIN THIRTY (30) DAYS OF EACH CALENDAR MONTH.
ANNUAL AUDITED FINANCIAL STATEMENTS PROVIDED WITHIN ONE HUNDRED TWENTY (120)
DAYS OF FISCAL YEAR-END. THROUGHOUT THE TERM, LESSEE SHALL DELIVER TO LESSOR
COPIES OF ALL CURRENT FINANCIAL INFORMATION OF LESSEE AND ANY PARENT ENTITY OF
LESSEE, WHICH WILL REFLECT THE FINANCIAL CONDITION AND OPERATIONS OF LESSEE AS
WELL AS SUCH OTHER INFORMATION REGARDING LESSEE REASONABLY REQUESTED BY LESSOR
OR ITS ASSIGNEES.
18.2.
FURTHER ASSURANCES. LESSEE SHALL EXECUTE AND
DELIVER TO LESSOR, SUCH OTHER DOCUMENTS, AND TAKE SUCH FURTHER ACTION AS LESSOR
MAY REQUEST TO EFFECTIVELY