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5.4 LESSEE shall immediately notify LESSOR and the insurer if any Equipment is involved in damage,theft,loss or destruction.
<br /> C6. 5.5 LESSEE shall notify LESSOR in writing of any change in location of the Equipment.
<br /> Taxes. LESSEE shall be liable for and shall pay or reimburse LESSOR for any and all taxes,fees or assessments,however designated,levied or
<br /> based upon the rentals,this Agreement, the equipment, the transfer, use, possession or operation of the Equipment, or any combination of the
<br /> foregoing, whether the same be payable by or assessed to LESSOR or LESSEE, including but not limited to personal property taxes, excise
<br /> taxes and sales and use taxes,but excluding only taxes measured by the net income of LESSOR. All such taxes,fees or assessments shall, at
<br /> LESSOR's option,either be paid directly by LESSEE to the appropriate taxing authority or agency to be paid to LESSOR. If LESSOR pays any
<br /> taxes,assessments or fees,LESSEE agrees to pay LESSOR such amounts on demand with interest on each such amount paid by LESSOR in an
<br /> amount equal to One percent(1%)per month,pursuant to I.C.5-7-5,until fully paid.
<br /> 7. Disclaimer of Warranty and Limitation of Damages. LESSEE HEREBY ACKNOWLEDGES THAT LESSOR IS NOT A
<br /> MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND AS THE EQUIPMENT. LESSEE HAS SELECTED THE
<br /> EQUIPMENT TO BE LEASED HEREUNDER AND HAS NOT RELIED UPON ANY STATEMENTS OR REPRESENTATIONS OF
<br /> LESSOR. LESSEE FURTHER AGREES THAT THE DEALER FROM WHOM THE EQUIPMENT HAS BEEN ACQUIRED BY LESSOR
<br /> IS NOT AN AGENT OF LESSOR,AND LESSOR SHALL NOT BE RESPONSIBLE FOR ANY STATEMENTS,REPRESENTATIONS OR
<br /> ACTIONS OF SUCH DEALER, UNLESS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR THE SUPPLEMENT. LESSOR
<br /> MAKES NO REPRESENTATIONS,PROMISES,STATEMENTS OR WARRANTIES,EXPRESS OR IMPLIED,WITH RESPECT TO THE
<br /> CONDITION,QUALITY OR DURABILITY OF THE EQUIPMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
<br /> THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. LESSOR
<br /> SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
<br /> TO ANY LIABILITY,CLAIM,LOSS DAMAGE OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR ANY
<br /> DEFICIENCY OR DEFECT THEREIN,OR BY THE USE,MAINTENANCE REPAIR OR SERVICE THEREOF, OR BY THE INABILITY
<br /> TO USE THE EQUIPMENT AND LOSS OF BUSINESS OR PROFITS RELATED THERETO. IN THE EVENT THAT THE EQUIPMENT
<br /> FAILS TO PERFORM AS EXPECTED OR REPRESENTED,LESSEE WILL CONTINUE TO HONOR THE RENT OBLIGATIONS WITH
<br /> RESPECT TO THE EQUIPMENT BY CONTINUING TO MAKE ALL SCHEDULED PAYMENTS AND LESSEE WILL LOOK SOLELY
<br /> TO THE MANUFACTURER OR DEALER FOR THE PERFORMANCE OF ALL WARRANTIES.
<br /> 8. Theft or Destruction. LESSEE hereby assumes and shall bear the entire risk of any loss, theft, damage to or destruction of any Equipment
<br /> from any cause whatsoever,whether or not such loss or damage is covered by insurance. No loss or damage to any Equipment will impair the
<br /> obligations of LESSEE to LESSOR. In the event of loss or damage to any Equipment,LESSOR shall have the option of requiring LESSEE to:
<br /> (a)repair or restore the damaged Equipment to good condition and working order;or(b)replace the Equipment with similar Equipment in good
<br /> repair,condition and working order and have the same be subject to a Lease pursuant to this Agreement;or(c)pay LESSOR an amount equal to
<br /> the remaining payments owed and attributed to the damaged or destroyed Equipment under the subject lease. Upon payment of such original
<br /> cost to LESSOR the lease will end with respect to the particular item of Equipment for which LESSEE has paid and LESSEE will become
<br /> entitled to ownership of that subject item of Equipment, in an"As is"condition without any warranties,express or implied. If the lease so ends
<br /> as to certain Equipment,the remaining lease payments shall be reduced in the same proportion as the removed Equipment's original costs bears
<br /> to the original cost of all Equipment covered by the original subject lease.
<br /> 9. Non-Appropriation of Funds; Non-Substitution. Notwithstanding anything contained in this lease to the contrary, in the event no funds or
<br /> insufficient funds are appropriated and budged or are otherwise unavailable by any means whatsoever in any fiscal period for lease payments
<br /> due under this lease,LESSEE will immediately notify LESSOR or its assignee in writing of such occurrence and this lease shall terminate on
<br /> the last day of the fiscal period for which appropriations have been received or made without penalty or expense to LESSEE, except as to(i)the
<br /> portions of lease payments herein agreed upon for which fiends shall have been appropriated and budgeted or are otherwise available and(ii)
<br /> LESSEE's other obligations and liabilities under this lease relating to, or accruing or arising prior to, such termination. In the event of such
<br /> termination,LESSEE agrees to peaceably surrender possession of the Equipment to LESSOR or its assignee on the date of such termination in
<br /> the manner set forth in Section 12 hereof and LESSOR will have all legal and equitable rights and remedies to take possession of the
<br /> Equipment. Notwithstanding the foregoing, LESSEE agrees (i) that it will not cancel this lease and this lease shall not terminate under the
<br /> provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other
<br /> equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have
<br /> otherwise occurred or for the next succeeding fiscal period,and(ii)that it will not during the lease term give priority in the application of funds
<br /> to any other functionally similar equipment or to services performing functions similar to the functions of the Equipment. This section will not
<br /> be construed so as to permit LESSEE to terminate this lease in order to purchase,lease,rent or otherwise acquire the use of any other equipment
<br /> or services performing functions similar to the functions of the Equipment,and,if this lease terminates pursuant to this Section,LESSEE agrees
<br /> that during the fiscal period immediately following the fiscal period in which such termination occurs it will not so purchase, lease, rent or
<br /> otherwise acquire the use of any such other equipment or services.
<br /> 10. Title to Equipment; Security Interest. Upon acceptance of the Equipment by LESSEE hereunder,title to the Equipment will vest in LESSEE
<br /> subject to LESSOR's rights under this lease;provided however,that(i)in the event of termination of this lease pursuant to Section 9 hereof,(ii)
<br /> upon the occurrence of an Event of Default hereunder,and as long as such Event of Default is continuing, or(iii)in the event that the purchase
<br /> option has not been exercised prior to the Expiration Date,title will immediately vest in LESSOR or its assignee without any action by LESSEE
<br /> and LESSEE shall immediately surrender possession of the Equipment to LESSOR or its assignee in the manner set forth in Section 12 hereof.
<br /> In order to secure all of its obligations hereunder,LESSEE hereby(i)grants to LESSOR a first and prior security interest in any and all right,
<br /> title and interest of LESSEE in the Equipment including but not limited to computer programs and computer documentation, if any,relating to
<br /> the Equipment and in all additions,attachments,accessions, and substitutions thereto,and on any proceeds therefrom, (ii)agrees that this lease
<br /> may be filed as a financing statement evidencing such security interest, and (iii) agrees to execute and deliver all financing statements,
<br /> EEF40180 New 3/17/00
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