of its obligation to pay any
Interim or Monthly Rent due Lessor. The passage of seven (7) days from the date
any such Equipment is delivered by Supplier, with no notice to the contrary
shall constitute conclusive evidence of Acceptance by the Lessee regardless of
whether or not the Acceptance Certificate has been executed and/or received by
the Lessor. Lessee hereby authorizes Lessor to complete any missing or
incomplete information on Lessee's behalf if an Acceptance Certificate has been
returned incomplete. In the event Lessee fails to timely return any Acceptance
Certificate, Lessee hereby authorizes Lessor to complete and acknowledge such
Acceptance Certificate on Lessee's behalf.
5. WARRANTIES; DISCLAIMER OF WARRANTIES:
5.1 Lessor warrants that (a) so long as no Event of Default has occurred and is
continuing hereunder, (i) Lessee shall have the right of quiet and peaceful use,
possession and enjoyment of the Equipment, subject to and in accordance with the
provisions of this Master Lease, and (ii) notwithstanding any assignment,
transfer, or grant of security interest by Lessor, neither Lessor nor any
Assignee shall interfere with Lessee's said right of quiet enjoyment of the
Equipment, and (b) as of the Installation Date, Lessor shall have title to the
Equipment or the right to lease the Equipment to Lessee.
5.2 LESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE
EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS OR CAPACITY OR SUITABILITY OR
DURABILITY FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR
WORKMANSHIP OF THE EQUIPMENT OR CONFORMITY OF THE EQUIPMENT TO THE PROVISIONS
AND SPECIFICATIONS OF ANY PURCHASE ORDER OR ORDERS RELATING THERETO, AND LESSOR
EXPRESSLY DISCLAIMS THE SAME, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS
IS" LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE
CAUSED OR ALLEGED TO BE CAUSED DIRECTLY, INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY THE EQUIPMENT, OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR
DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, ARISING IN
STRICT LIABILITY, NEGLIGENCE OR OTHERWISE. UNDER NO CIRCUMSTANCE SHALL LESSOR BE
LIABLE TO LESSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES
OF ANY NATURE OR KIND HOWEVER ARISING, WHETHER UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE, REGARDLESS OF LEGAL THEORY, INCLUDING, BUT NOT LIMITED
TO, ANY DAMAGES OR LOSSES RESULTING FROM BUSINESS INTERRUPTION OR FOR LOST
PROFITS. LESSOR'S LIABILITY TO LESSEE FOR ANY REASON SHALL IN NO EVENT EXCEED
RETURN OF AMOUNTS PAID TO LESSOR BY LESSEE.
Notwithstanding the foregoing, provided no Event of Default shall have occurred
or be continuing hereunder, during the Term of any Schedule Lessee shall be
entitled to the benefit of any applicable manufacturer's warranties and such
warranties are hereby assigned by Lessor to Lessee for the benefit of Lessee, to
the extent assignable. As to new Equipment, Lessee acknowledges that Lessee
ordered the Equipment from the supplier thereof, and either (a) Lessee received
a copy of the contract by which Lessor