Agenda - 05-15-2012 - 5j - Laserfiche WebLink

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10 ARFICLE X SO at Ocscimme r g Wwrmnbg LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY; WARRANTIES EXPRESS OR 1MPUED, AS TO ANY RATTER WHATSOEVER INCLUOING wRNOUT LIMITATION THE DESIGN OPERATION OR CONDITION OF Oft THE DUALITY OF TIIE MATERIAL, EOUIPMENr OR WORKMANSHIP IN THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE THE STATE OF TITLE THERETO OR ANY COLIPONENr THEREOF THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE) AND LESSOR HEREBY DISCLAIMS THE SAME, IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE 'AS IS' ON THE DATE OF THIS AOREEMENr OR THE DATE Of DELIVERY WHICHEVER .S LATER, AND ALL SUCH RISKS IF ANY. ARE TO BE BORNE 8Y LESSEE Lessee acknowledges Wl It has made (or will make) the selection of the Property from the Vendor based an its ovm judgmen, and expressly disclaims any reliance upon any statemenb or representabons made by Lassos Lessee understands and agrees Oat (a) neither 1M Vendor nor, any sales reprosentalne or other agent of Venda is (t) an agent of Lessor or (a) aWOn2ed 10 make Of aster any term or W rdt0on of this AgresrharA and (b) no such waiver or alteration shall vary the terms of this Agreement Vnlasa expressly set forth herein In no arena shall Lessor be liable for any ncWontal, indirect special or consequential damage in connection with or snsrng 00 Of this Agreement the Property Schedules or the existence fumishing tunxuonrg or use of any item, product or service prowled for in this Agreement or the Prapeny Schedules 1002 iLirQQr'e WarnrRras Lessor hereby irrevocably assgm to Lessee as rights that Lena may have to assts from we to bme whatever dams and rights ('aduthng vnOhout umrtation warranties) related to the Property agaenl the Vendor Lessee's sole remedy for the breach of such warranty, indemndncabon or representation shied be against tie Vendor of 1M Property, and rot against Lessor, nor shall such matter have any affect whatsoever on the rights and obligations of Lessor with respect to this Agreement including the right 10 recewe frig and turlely payments hetsvinder Lessee expressly ackraModges that Lessor nukes, and has made, no reprasentatiors a warontes whatsoever as to the existence or Iho availability of such warranties of the Vendor of the Property 1403 Uss of the Pro oaM Lessee will not Inlet use operate or i aintan that Property unpropedy. carelessly in violation or any applicable law w in a manner contrary to Oat contemplated by Itus Agreement and the applicable Properly Schedule Lessee shah provide an permits and beenses, If any, necessary fa the irslsnavon and operation of the Props try In addition Lessee agrees le comply n as rsspsas with an laws of the hunsdidon in which its operations uwolvwq any Item of Property may extend and any legislative, executive administrative on prduaat body exercising any power of j nsdx eons over the items of the Property, provided that Leased may cdMest In good faith the v8hidily or application of any such law or rule in any reasonable manner pal does note in the Opirxon of Lessor adversely affoot the Interest of Lessor n 011,11 (e the Properly or its inleresl m rights under this Agreement Lasses shag promptly nobly Lessor in willing of any pending or t neatened Investigation +rtQirpY, claim or action by any govammental authority which could adversely affect dos AgfeemenL any Property Schedule or this Property thereunder 1004 Noddieabona Subtect to die provisions or this Section Lessee shah have the nghL at its own expense to make ahaabas additions, modifications or Improvements to the Property All such alterations. addibons modficatorw and improvements shah thereafter compose Part Of the Properly and shag be subyed to the provsrons Of SNs Agreement Such alterations addil ons, moddfx:abora and Improvements shun not n anyway damage the Property, subslanbally alter rte nature or cause ill to be used for purposes chef than those sulholtZed under the powsions of state and fadeV law, and the Property, on compbtrpn of any siltation adddions meddteatlons a improvements made pursuant to this Section, "be of a value wtuch I$ eQuat to or greater can the vague of the Property Immediately prior to the making of such alleratwns addtans modifications end improvements Lessee shelf• al is own expense make such alterations additions modifications and Improvements to the Property as may be required from time to lime by applicable law or by any governmental authon(y ARTICL@ XI 1101 Option io Pyuchea Lessee shag have the Option to purchase Lassoes entire interest in all of de Propertysubfect to a Property Schedule and W terminate any restrictions herein on the Property under such Property Sc eduls on the last day of to Lease Term for a Properly Schedule. If Ile Property Schedule is still n ehea on such day upon Payment 'AM of the Rental Payments due thereunder plus payment of One (1) Dollar to Lessor Lessee shal give written notice to Lessor or is Intent to purchase Lessor's interest in the Property at least Sniffy (60) days Prior to the last day of the Lease Term for apphnabte Property Scedule Upon exercise of the purchase option as set fodh in this Section 1101 and payment of to purchase price under the applicable Properly Schedule and performance by Lessee of all other terms, conditions and provisions tweol . Lessor stall delver to lessee all such documents and Instruments as lessee may reasonably rogwe to evidence this transfer without warranty by or recourse to Lessor, of an of Lessors fight. title and Interest In and to the Properly subject to such Property Schedule to lessee 1102 Oettion to Props V Lessee shall have the option so prepay the Rental Payments due under a Property Schedule but only if Ole Property Schedule so provides and on the terms set forth to the Property Schedule 21AIZqk4FCI 1201 Assignment by Lessor Lessors right tilde and interest in to and under each Property SrhodIde and the Property under such Property Schedule may be assigned and reassigned in whole or to part to one or more assignees or subassgnees by Lessor and o the extent of telr Interest• by any Regstered Owner vnU)O A the necessity of obtaining the consent of Lessee provided that (it any assignment, other than an ass gnment to or by a Registered Owner, shag not be ehestive unW Lessee has received widen notice signed by the assignor of the name address and tax rdenb&st10n number of the asarpnee and (ii) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent Lessee shah ratan am such ADbm As a register of al assgneas (other than Registered Owners) and shah make at payntenlx to the assignee or o"nees dougnaled in such register or, in die Case of Registered Owners, to the Ages In the event cat Lessor's interest in a Property Schedule and the Property thereunder is assigned to the AgenL Lease Partxapabon Certificates in that Property Suledue may be exeeoed and delivered by the Agent to Registered Owners Lessee agrsa 'o ex cult all documents urcludrtp noboes of assignment and charter mortgages or financing sls'ements that may be feasonabty reauesled by Lessor or any assignee to proled is interests In this Agreement and the Property Schedules 1202 P(ovil)Y Schadutos Seoseate Fhnancrnes Assignees of the Lassoes rights in one Property Schedule shag have no rights in any other Property Schodute unless such rights have boon separately assigned Lessor may celectiv illy ass-on two or more Property Schedtdss vnlh the same Commencemem Oata to the Agent for the purpose of causing the execution and delivery of lease Particlpa0on 0041:ates in the Property Schedules with the some Commencement Date Such assngrrmnt shag aocur on such Commencement Date and upon such assgmherit ag Property Schedules so assigned shat be vested as a single financing and a single Property Sdwduls with respect to rghtss ano rcmeaes upon the occurrence of an Event of Default or an Event of Norappropnalnon under this Agreement Registered Owners rights with respect to the Property Schedules shag be determined as provided in the escrow agreement or trwr agn lament totaling to such Lease Participation Cerbfirates 1203 Assionnienl and Subleasing by Lessee NONE OF LESSEE'S RIGHT. TITLE AND INTEREST hit, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRIT17EN CONSENT OF LESSOR WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD 12 O4 Release and IndemnrBcal" Covenants To Oho exert lse•mihad by applicable law. Lessee shall indemnify. protest hold harmless save and keep harmless Lessor from and against any and all habody obl•gaton loss dawn and damage whatsoever regardless of cause thereof• and at expanses in connection thOmweh including wvl'r_ul Imitation reasonable counsel fees ants expenses penalties and nteral (collect voly 'Losses') Arising out of or resulting horn to entering into this Agreement any Property Schedules he•eunder the ownership of any nem of the Property the loss of federal lax exempbon of the interest on any of the Properly Scnedules the ordering acquisition use operation condition purchase delivery. rejection storage or return of any item of the Property a any accident in corvnectan with the operation, use condition, possession storage w rerun of any rem of the Property resulting m damage to property of tnpiry to Or death to any person provided, however that lessee sta s not be required to Inden"fy Lessor for Losses arfirg out of or res'.Ang from Lassoes own willful or negligent conduct of for Losses arising out of or resulting from Lessee p•eperalnon of aisroswe malenal Ietatirq to Lease Parts patior C"frcales (other than d•sclosure, malenat prodded to Lessor by Lease) The i dem iricabon ins" under this Section shah corrinue to hill force and 0ect notvethstanoing the ful. payment of all obbgahons under this Agreement or the applicable Property Schedule or Uhe term ration o' ore Lease'it"'Or such Property Schedue 131 apy reason 1201 Eventil gf Qefautt Oehned Any of the fouowing steal constocle an 'Event or Default' under a Property Schedule Is) Failure by Lessee to Pa. any Rental Payment under the Property Schedule or cthar ;gmenL reQuved to be Paid vndh respect thereto at the ume specand therein (b) failure ey Lessee to observe and perform any co••enanl coned-wi o- ay'eerrient on u pan 10 be observed or performed with respect to de Property Sdh03Ve Othel than as e'eried ,o in subparag•aph fa) above for a petiod o'thirty (301 oars afar •widen notice speaFpng such failure and requesting that d be remedied is given to Lessee by Lessor unless Lessor shalt agree in wring b an extension of su:h time pow to its exprrabon prodded that If Via failure staled in the route ca.1na1 ore :'or•^cted •.Mk1 the appl'cabte period Lessor -call no' uMessorably wilt; held Ile donseni to an exrenelor of suck- time if conecly a acaon is .nslnLled cy Lessee w Wn the appricabte period and diligently pu'sued until the delauu is corrtrled