Common use of Lessee's Indemnity Clause in Contracts

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Lessee shall not indemnify Lessor against any costs, claims, losses or liabilities resulting from Lessor's negligence or misconduct. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear of all liens and encumbrances other than those created by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule, does not create any obligation on the part of Lessor in favor of such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Term.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net ofof , and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee sublease of Lessee, Lessor or any assignee of Lessor and arise arising out of matters occurring prior to the return of the Equipment Equipment, except Lessee shall not indemnify Lessor against any costssuch cost, claims, losses losses, or liabilities resulting from the misconduct or negligence of Lessor's negligence or misconduct. Lessee agrees to defend all claims through counsel acceptable to Lessor. The Rental Schedule is a triple net lease. Lessee's obligations are not subject to defense, counterclaim, set-offset -off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, PROVIDED, HOWEVER, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule, does not create any obligation on the part of Lessor in favor of such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule includingand this Master Lease Agreement as incorporated therein by reference. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, without limitationWHETHER EXPRESS OR IMPLIED, Lessee's obligations INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease TermLessee in asserting any claims under such warranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- ------------------------------------------------------------------ Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Lessee shall not indemnify Lessor against any costs, claims, losses or liabilities resulting from Lessor's negligence or misconduct. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that --------- ------- Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, does not create WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with Lessee in asserting any obligation on the part of Lessor in favor of claims under such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Termwarranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise arising out of matters occurring prior to the return of the Equipment Equipment, except Lessee shall not indemnify Lessor against any costssuch cost, claims, losses losses, or liabilities resulting from the misconduct or negligence of Lessor's negligence or misconduct. Lessee agrees to defend all claims through counsel acceptable to Lessor. The Rental Schedule is a triple net lease. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule, does not create any obligation on the part of Lessor in favor of such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule includingand this Master Lease Agreement as incorporated therein by reference. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, without limitationWHETHER EXPRESS OR IMPLIED, Lessee's obligations INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease TermLessee in asserting any claims under such warranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Equipment. Lessee shall not indemnify Lessor against any costs, claims, losses or liabilities resulting from agrees to defend all claims through counsel acceptable to Lessor's negligence or misconduct. The Rental Schedule is a triple net lease. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, does not create WHETHER EXPRESS OR IMPLIED, INCLUDING. WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with Lessee in asserting any obligation on the part of Lessor in favor of claims under such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Termwarranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. If payment is to be made by check, the Lessee will mall the check at least four (4) days before the Payment Date. Lessor will deliver invoices exercise its best efforts to invoice Lessee at least thirty (30) days prior to each Payment Date; . Failure to provide timely invoices received by will not relieve Lessee in any month shall be paid no later than of its obligation to pay Basic Rent on the 25th of the following monthPayment Date. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all reasonable costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Equipment. Lessee agrees to defend all claims, provided, however, Lessee shall not indemnify Lessor against any costshave the right to appoint legal counsel for Lessor, claims, losses compromise the claim and otherwise control the prosecution or liabilities resulting from Lessor's negligence or misconductthe defense of the claim as Lessee deems advisable. The Rental Schedule is a triple net lease. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, does not create WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate fully with Lessee in asserting any obligation on the part of Lessor claims under such warranties or relating to product liability or strict liability in favor of such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Termtort.

Lessee's Indemnity. NO MO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. If payment is to be made by check, the Lessee will mail the check at least four (4) days before the Payment Date. Lessor will deliver invoices exercise its best efforts to invoice Lessee at least thirty (30) days prior to each Payment Date; . Failure to provide timely invoices received by will not relieve Lessee in any month shall be paid no later than of its obligation to pay Basic Rent on the 25th of the following monthPayment Date. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment. Lessee agrees to defend all claims through counsel acceptable to Lessor. The Rental Schedule is a triple net lease. Provided that Lessor has not breached Lessee's right of quiet possession and use of the Equipment except Lessee shall not indemnify set forth above as incorporated by reference into a Rental Schedule, and in any case after Lessor against any costshas assigned the Rental Schedule, claims, losses or liabilities resulting from Lessor's negligence or misconduct. Lessee's obligations under a Rental Schedule are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that ----------------- Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule, does not create any obligation on . Without limiting the part of Lessor in favor of such sublessee and does not relieve Lessee availability of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations vendor or manufacturer warranties with respect to (a) the payment Equipment, LESSOR IN ITS OWN BEHALF HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with Lessee in asserting any claims under such warranties, including, at Lessee's expense, asserting such claims in Lessor's name on behalf of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease TermLessee.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or strict liability in tort), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Lessee shall not indemnify Lessor against any costs, claims, losses or liabilities resulting from Lessor's negligence or misconduct. Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, does not create WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to--Lessee all manufacturer or vendor warranties and will cooperate with Lessee in asserting any obligation on the part of Lessor in favor of claims under such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Termwarranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on or before the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices excercise it best efforts to invoice Lessee at least thirty (30) days prior to each Payment Date; , but failure to provide timely invoices received by will not relieve Lessee in any month shall be paid no later than of its obligation to pay Basic Rent on the 25th of the following monthPayment Date. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, all costs (including, without limitation, maintenance, repair and insurance costs), claims (including claims of product liability or liability, strict liability in tort, patent infringement and the like), losses or liabilities relating to the Equipment or its use that are incurred by or asserted against Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring prior to the return of the Equipment except Lessee shall not indemnify Lessor against any costsEquipment. Each Rental Schedule is an irrevocable, claimsabsolute, losses or liabilities resulting from Lessor's negligence or misconduct. net lease, and Lessee's obligations are not subject to defense, counterclaim, set-off, abatement or recoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reasonreason except as expressly set forth in this Master Lease, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or non-performance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of breach or non-performance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under the Rental Schedule. LESSOR HEREBY DISCLAIMS ALL WARRANTIES, does not create WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee for the Lease Term and any obligation on the part of Lessor in favor of such sublessee and does not relieve Lessee of renewals thereof any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations assignable manufacturer or vendor warranties with respect to (a) the payment of Basic Rent and other sums due or to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment will cooperate with Lessee, at the expiration of the Lease TermLessee's expense, in asserting any claims under such warranties.

Lessee's Indemnity. NO WARRANTIES BY LESSOR. ------------------------------------------------------------------- Basic Rent is payable in the amount specified on the Rental Schedule. All payments of Basic Rent shall be made to Lessor in good funds on the Payment Dates specified in the Rental Schedule. Lessor will deliver invoices to Lessee at least thirty days prior to each Payment Date; invoices received by Lessee in any month shall be paid no later than the 25th of the following month. Basic Rent is net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any assignee of Lessor harmless from and against, against all operating costs the same as if Lessee owned the Equipment (including, without limitation, maintenance, repair maintenance and insurance costsrepair), third party personal injury or property damage claims (including claims of product liability or strict liability in tort), losses or liabilities relating to Lessee's possession, control, maintenance or repair of the Equipment or its use of such Equipment, that are incurred by or asserted against Lessee, any permitted sublessee sublease of Lessee, Lessor or any assignee of Lessor and arise out of matters occurring after Lessee accepts the Equipment and prior to the its return of the Equipment except equipment to Lessor or its designee. Lessee shall not indemnify Lessor against any costs, claims, losses or liabilities resulting from agrees to defend all claims through counsel acceptable to Lessor's negligence or misconduct. Lessee's obligations obligations, such as, to pay the Basic Rent are not subject to defense, counterclaim, set-off, abatement or recoupmentecoupment, and Lessee waives all rights to terminate or surrender the Rental Schedule, for any reason, including, without limitation, operating condition and appearance, reasonable wear and tear excepted. All maintenance and repairs will be made defect in accordance with Lessee's current maintenance procedures, and Lessee shall maintain records thereof in accordance with its current practices. Lessee will keep the Equipment and its interest therein free and clear or nonperformance by Lessor, provided, however, that Lessee specifically retains the right to seek recourse against Lessor by way of all liens and encumbrances other than those created separate action either at law or in equity in the event of nonperformance by Lessor or arising out of claims against Lessor and not related to the lease of the Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee may sublease the Equipment only upon prior written notice to Lessor, in which notice Lessee represents and warrants to Lessor that such sublease is for a term not longer than the related Lease Term, is not made to a tax-exempt entity or governmental agency, is specifically made subject to the prior rights of Lessor and its assignees under this Agreement including the Rental Schedule. EXCEPT AS OTHERWISE PROVIDED HEREIN, does not create LESSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and will cooperate with Lessee in asserting any obligation on claims under such warranties. Lessor warrants that upon the part commencement of Lessor in favor of such sublessee and does not relieve Lessee of any of its obligations under the Rental Schedule including, without limitation, Lessee's obligations Primary Tern with respect to (a) any item of Equipment, the payment vendor thereof will have been paid the full purchase price thereof by or on behalf of Basic Rent and other sums due or Lessor. Lessor further warrants its ownership of all Equipment leased pursuant to become due, (b) use and maintenance of the Equipment and (c) provisions for the return of the Equipment at the expiration of the Lease Termthis Lease.