standards and with all requirements of law applicable
to the maintenance and condition of the Equipment. Lessee shall keep accurate,
complete and current records of all repair, replacement and maintenance
performed or provided on any item of Equipment and shall provide copies thereof
to Lessor promptly upon demand.
(b)
Alterations, Modifications. If any item of Equipment
is required to be altered or modified in order to comply with Applicable Laws,
Lessee is obligated to make or cause to be made such alterations or
modifications. Lessee may make any other improvement or addition to the
Equipment so long as no reduction in the value of the
Equipment results therefrom. All repairs, alterations, modifications,
improvements and additions to the Equipment shall immediately become part of the
Equipment subject to the terms of this Lease. Lessee shall keep accurate,
complete and current records of all alterations or modifications (whether
required or permitted) made with respect to the Equipment and shall provide
copies thereof to Lessor promptly upon demand.
(c)
Inspection. Lessor shall be entitled to
visit the business premises of Lessee and its subsidiaries and other properties
and inspect the Equipment at the location thereof during normal business hours.
6.
USE. Lessee shall use the Equipment for
business purposes only and in a careful and proper manner and shall comply with
and conform to all Applicable Laws, insurance requirements and the operating and
maintenance instructions of the manufacturer or Supplier thereof.
7.
QUIET ENJOYMENT. So long as no Event of
Default has occurred and is continuing hereunder and subject to Section 6
hereof, Lessor warrants peaceful and quiet use and enjoyment of the Equipment by
Lessee against acts of Lessor, its agents, and anyone else acting by or on
Lessor's behalf.
8.
ACCEPTANCE, WARRANTIES, LIMITATION OF
LIABILITY.
(a)
EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED FOR IN THIS MASTER LEASE,
LESSEE HEREBY ACKNOWLEDGES AND AGREES THAT: THE EQUIPMENT, AND THE RIGHTS, TITLE
AND/OR INTEREST BEING CONVEYED HEREIN WITH RESPECT THERETO, ARE BEING CONVEYED
AND DELIVERED TO LESSEE "AS IS" AND "WHERE IS" WITHOUT ANY RECOURSE TO LESSOR
AND LESSOR HAS NOT MADE, AND HEREBY DISCLAIMS, LIABILITY FOR, AND LESSEE HEREBY
WAIVES ALL RIGHTS AGAINST LESSOR RELATING TO, ANY AND ALL WARRANTIES,
GUARANTIES, REPRESENTATIONS OR OBLIGATIONS OF ANY KIND WITH RESPECT THERETO,
EITHER EXPRESS OR IMPLIED OR ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING
(A) ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR
OBLIGATIONS OF, ARISING FROM OR IN (1) MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE OR PURPOSE EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
(2) COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (3) QUALITY OF
WORKMANSHIP OR THE PROVISIONS OF ANY SUPPLY CONTRACT WITH SUPPLIER OR (4) TORT
OR UNDER THE UCC OR OTHER APPLICABLE LAW WITH RESPECT TO THE
EQUIPMENT, INCLUDING ANY WARRANTY OF TITLE THERETO, FREEDOM FROM TRADEMARK,
PATENT OR COPYRIGHT INFRINGEMENT, LATENT DEFECTS (WHETHER OR NOT DISCOVERABLE),
CONDITIONS, MANUFACTURE, DESIGN, SERVICING OR COMPLIANCE WITH APPLICABLE LAW AND
(B) ALL OBLIGATIONS, LIABILITY, RIGHTS AND REMEDIES, HOWSOEVER ARISING UNDER ANY