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§ 3.21 Form: Third Party Master Lease Agreement
MASTER LEASE AGREEMENT dated as of _________, by and
between LESSOR, having its principal office and place of business at
Los Angeles, California and LESSEE, having its principal office and
place of business at St. Louis, Missouri.
WITNESSETH:
WHEREAS, Lessee has contracted, or will contract, for the purchase
of certain items of equipment (the "Equipment") for use in Lessee's
business; and WHEREAS, Lessee desires to lease rather than to purchase the
Equipment, and the lessor desires to acquire the Equipment and lease
same to Lessee; and
WHEREAS, Lessee has assigned or, concurrently with its execution
hereof, will assign to Lessor all of Lessee's rights to purchase the
Equipment, and Lessor agrees to lease to Lessee, and Lessee agrees to
lease from Lessor, the Equipment subject to the terms and conditions set
forth herein. NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Property Leased
In consideration of the rent to be paid by Lessee and the covenants
and agreements of Lessee hereinafter set forth, Lessor hereby leases to
Lessee all of the items listed on the Equipment Schedule, annexed
hereto as Exhibit A and made a part hereof (hereinafter the
"Equipment"). Any additional Equipment Schedules shall be
substantially in the form of the annexed Schedule, shall incorporate
therein all of the terms and conditions of this Master Lease, and shall
contain such additional terms and conditions as Lessor and Lessee shall
agree upon. Lessee authorizes Lessor to insert in each Equipment
Schedule the serial number and other data identifying the Equipment.
2. Term
The term of this Master Lease shall commence on the date first set
forth above and shall continue in effect thereafter so long as any
Equipment Schedule entered into pursuant to this Master lease remains
in effect.
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The lease term for each Equipment Schedule shall commence on the
date (the "Commencement Date") which is the first to occur of the day
on which the Equipment listed on said Equipment Schedule is installed
and approved for coverage under a prime shift maintenance contract by
the manufacturer thereof, or the seventh (7th) day after delivery by
Lessor if a delay of installation and approval is caused by Lessee;
provided, however, that if the Equipment is specified as "new" in such
Equipment Schedule then the date of installation of such Equipment
shall constitute the Commencement Date. The lease term shall continue
for the number of months set forth in such Equipment Schedule
(hereinafter called the "Initial Term"), beginning on the Commencement
Date. On the Commencement Date the Lessee will execute and deliver
to the Lessor a letter, in a form to be specified by the Lessor, which
confirms such Commencement Date.
3. Rent and Payment
Lessee shall pay to Lessor, as rental for the Equipment during each
month of the Initial Term of any Equipment Schedule, the Monthly
Rent set forth in such Equipment Schedule, which shall be due and
payable in advance during such Initial Term on the Commencement
Date and on the same day of each subsequent calendar month as the
Commencement Date. Rent shall be paid to Lessor by check or wire
transfer so as to constitute immediately available funds at the address of
Lessor set forth above or at such other place as Lessor shall designate in
writing, or, if to Lessor's Secured Party or Trustee (as defined in Section
6.3 below) at such place as such Secured Party or Trustee shall
designate in writing. Whenever any payment (of rent or otherwise) is
not made when due hereunder, Lessee shall pay interest on such amount
at the rate of one percent (1%) per month or the maximum allowable
rate of interest permitted by the law of the state where the Equipment is
located, whichever is less, to the date of payment. Lessor and Lessee
agree that Lessee's obligation to pay all Monthly Rent and any and all
amounts payable by Lessee to Lessor or any Secured Party or Trustee
under any Equipment Schedule shall not be subject to any abatement,
reduction, set-off, defense, counterclaim, interruption, deferment, or
recoupment so long as Lessee shall quietly enjoy the use of the
Equipment hereunder, and that such payments shall be and continue to
be payable for the term of this Lease.
4. Lessor's Warranties,
Disclaimer of Warranties and Limited Liability
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4.1 Lessor's Warranties and Representations
The Lessor warrants and represents that:
(a) It is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation, and has the
power, authority, and legal right to execute, deliver, and perform this
Master Lease and any Equipment Schedule hereunder, that this Master
Lease has been duly authorized, executed, and delivered by it and is a
legal and valid obligation of Lessor enforceable against it in accordance
with its terms; (b) The execution, delivery, and performance by Lessor of this
Master Lease and each Equipment Schedule are not in violation of the
charter documents or By-laws of Lessor, of any indenture, mortgage,
credit agreement, license, or other agreement or instrument to which
Lessor is a party or by which Lessor or its property is bound, or of any
judgment or order or any federal or state law, governmental rule or
regulation applicable to the Lessor, and same do not require the consent
or approval of, the giving of notice to, the registration with, or the
taking of any other action with respect to any governmental authority or
agency under the existing federal law or state law governing Lessor;
and (c) Lessor is the owner of the Equipment or of the right to purchase
same, subject to the rights of any Secured Party, and that Lessor will
have such title to the Equipment prior to enforcing any of its rights
against Lessee in connection thereto; and (d) There exist no liens affecting the title of Lessor to the Equipment
resulting from the acts of Lessor except liens permitted under this
Master Lease, and the rights of Lessee under said lease. (e) Lessor is adequately capitalized to perform its obligations under
this Master Lease and will, upon request of Lessee during the Initial
Term hereof and any Renewal Terms, provide to Lessee its audited
financial statements and/or statement of its net worth. (f) There are no existing or threatened legal proceedings against
Lessor which will have any adverse effect upon its ability to perform its
obligations under this Master Lease.
4.2 Disclaimer of Warranties
OTHER THAN THOSE STATED HEREIN, LESSOR MAKES NO
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
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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, AS TO
LESSOR, LESSEE LEASES THE EQUIPMENT "AS IS."4.3 Limitation of Liability
Lessor shall not be liable to Lessee for any liability, claim, loss,
damage, or expense of any kind or nature (including strict liability in
tort) caused by or arising in connection with, directly or indirectly, the
selection, quality, condition, merchantability, suitability, fitness,
operation, or performance of the Equipment, any inadequacy thereof for
any purpose, any deficiency or defect therein, the use or maintenance
thereof, any repairs, servicing, adjustments thereto, any delay in
providing or failure to provide any part thereof, any interruption or loss
of service or use thereof, any loss of business, or any other damage
whatsoever; provided that Lessor shall be liable to Lessee for any such
loss or damage caused by the gross negligence or willful misconduct of
lessor, or its agents and representatives.
5. Lessee's Warranties
Lessee hereby represents and warrants that, with respect to this
Master Lease and each Equipment Schedule executed hereunder:
(a) The execution, delivery, and performance thereof by Lessee have
been duly authorized by all necessary corporate action. (b) The individual executing such was duly authorized to do so.
(c) The Master Lease and each Equipment Schedule constitute legal,
valid, and binding agreements of Lessee enforceable in accordance with
their respective terms.
(d) The Equipment is personal property and when subjected to use by
Lessee will not be or become fixtures under applicable law.
(e) Lessee shall furnish, upon request by Lessor, audited financial
statements for its most recent accounting period.
(f) Lessee has made the selection of the Equipment based on its own
judgment and expressly disclaims any reliance upon statements made
by the Lessor.
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6. Title, Assignment and Quiet Enjoyment6.1 Title
Nothing contained in any Equipment Schedule shall give or convey
to Lessee any right, title, or interest in or to the Equipment, except as a
lessee as set forth therein, and Lessee represents and agrees that Lessee
shall hold the Equipment subject and subordinate to the rights of Lessor,
and any Secured Party or Trustee (as defined in Section 6.3) and Lessee
shall furnish Lessor with such documentation as Lessor shall reasonably
require with respect thereto. Lessor is hereby authorized by Lessee, at
Lessor's expense, to cause to be filed this Master Lease, any Equipment
Schedule, or any statement or other instrument in respect of any
Equipment Schedule as may be required by law showing the interest of
Lessor, any Secured Party and any Trustee in the Equipment and Lessee
agrees to execute and deliver Uniform Commercial Code financing
statements reasonably requested by Lessor for such purpose.
6.2 Assignment, Sublease, or Relocation by Lessee
Upon at least thirty (30) days' prior written notice to Lessor, Lessee
may assign this Master Lease or any Equipment Schedule or sublease
the Equipment to any party, or relocate the Equipment to any location,
within any state of the continental United States which shall have in
effect the Uniform Commercial Code, provided that Lessor, any
Secured Party and any Trustee, in such parties' sole discretion, shall
have approved such assignee, sublessee or location and provided (i) that
all costs of any nature whatsoever (including any additional property
taxes or other taxes and any additional expenses of insurance coverage)
resulting from any relocation, assignment, or sublease shall be promptly
paid by Lessee upon presentation to Lessee of evidence supporting such
cost, and (ii) any assignment or sublease shall be made expressly
subject and subordinate to the terms of this Master Lease and Lessee
shall assign its rights under said assignment or sublease to Lessor, any
Secured Party and any Trustee as additional collateral and security for
Lessee's obligations hereunder. In the event of a relocation, assignment,
or sublease, Lessee, its assignee, or its sublessee, if any, shall cooperate
with Lessor in taking all reasonable measures to protect the title of
Lessor, and the interest of any Secured Party and Trustee to and in the
Equipment. No relocation, assignment, or sublease permitted hereunder
shall relieve Lessee from any of its obligations under this Lease.
6.3 Assignment by Lessor
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Lessee acknowledges and understands that the terms and conditions
of each Equipment Schedule have been fixed by Lessor in anticipation
of its ability to assign its interest or otherwise grant a security interest
under each Equipment Schedule and the Equipment listed therein in
whole or in part to a security assignee (the "Secured Party") for the
purpose of securing a loan to Lessor. Such Secured Party may be
represented by a bank or trust company acting as a trustee (the
"Trustee"). After such assignments or granting of a security interest, the
term "Lessor" shall include, as the case may be, any such Trustee and
Secured Party. Lessee hereby consents to and shall acknowledge every
such assignment or granting of a security interest as shall be designated
by written notice given by Lessor to Lessee and further covenants and
agrees that:
(a) Any such Secured Party or Trustee shall have and be entitled to
exercise any and all discretions, rights, and powers of Lessor hereunder
or under any Equipment Schedule, but such Secured Party or Trustee
shall not be obligated to perform any of the obligations of Lessor
hereunder or under any Equipment Schedule other than Lessor's
obligation not to disturb Lessee's quiet and peaceful possession of the
Equipment and unrestricted use thereof for its intended purpose during
the term hereof so long as Lessee is not in default of any of the
provisions hereof; (b) After notice from Lessor to do so, Lessee will pay all Monthly
Rent and any and all other amounts payable by Lessee under any
Equipment Schedule to such Secured Party or Trustee, notwithstanding
any defense or claim of whatever nature, either by reason of breach of
such Equipment Schedule or otherwise which it may now or hereafter
have as against Lessor (Lessee reserving its right to have recourse
directly against Lessor on account of any such defense or claim); and (c) Subject to and without impairment of Lessee's leasehold rights
in and to the Equipment, Lessee holds the Equipment for such Secured
Party or Trustee to the extent of such Secured Party's rights therein.
6.4 Quiet Enjoyment
Lessor covenants that Lessee shall have the right of quiet enjoyment
and possession of the Equipment and each item of Equipment thereof
during the Initial Term of each Equipment Schedule and any Renewal
Term with respect thereto and hereby covenants that it will not (i)
interfere with Lessee's quiet enjoyment or possession of any item of
Equipment during the Initial Term of each Equipment Schedule and any
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Renewal Term with respect thereto or (ii) take any other action during
the Initial Term of any Equipment Schedule and any Renewal Term
with respect thereto which would result in any defect in the title to, or
the existence of third party rights with respect to, any item of the
Equipment, or would result in the loss or destruction of any such item or
any interruption or cessation in the enjoyment or possession of such
item by Lessee for any reason whatsoever, so long, in all cases, as an
Event of Default, as defined below, shall not have occurred and be
continued; provided, however, that Lessee shall not use, operate, or
maintain or permit the use, operation, or maintenance, through a
sublease, assignment or otherwise, of any Equipment otherwise than as
permitted by this Master Lease and the applicable Equipment Schedule. 7. Taxes and Fees 7.1 Taxes and Fees
Lessee agrees that, during the term of this Master Lease, in addition
to the Monthly Rent and all other amounts provided herein to be paid, it
will promptly pay all taxes, assessments and other governmental
charges (including penalties and interest, if any, other than those
resulting from the failure of Lessor on request to supply information to,
or otherwise cooperate with, Lessee, and fees for titling or registration if
required) levied or assessed:
(a) upon the interest of Lessee in the Equipment or upon the use or
operation thereof or on the earnings of Lessee arising therefrom; and
(b) against Lessor on account of its acquisition or ownership of the
Equipment or any part thereof, or the use or operation thereof or the
leasing thereof to Lessee, or the Monthly Rent herein provided for, or
the earnings of Lessor arising therefrom; provided, however, that
Lessee shall not be responsible for any taxes based on net income of
Lessor or for any taxes based on gross income of Lessor (other than
gross receipts taxes) which may hereafter be imposed in a particular
jurisdiction as a substitute for and not in addition to taxes based on net
income. Lessee agrees to file, on behalf of Lessor, all required personal
property tax returns and reports concerning the Equipment (other than
where Lessee as a result of a requirement of a particular law notifies
Lessor that such returns or reports must be filed by Lessor) with all
appropriate governmental agencies.
7.2 Right to Dispute Taxes
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Lessee may in good faith and by appropriate legal proceedings
contest the validity, applicability or amount of any personal property or
other taxes assessed or levied upon the Equipment or its use and Lessor
agrees to cooperate with Lessee in any such contest, and will permit
Lessee to contest the same in the name of Lessor (or in the name of
Lessee) as Lessee may determine, all at Lessee's sole cost and expense.
Notwithstanding anything to the contrary contained in this Master
Lease, the non-payment of any such taxes by Lessee in connection with
such contest shall not be deemed a default hereunder until final
determination in such contest and expiration of any due date established
therein.
8. Care and Maintenance, and
Inspection by Lessor, of the Equipment
8.1 Care and Maintenance
Lessee shall, at its sole expense, at all times during the term of each
Equipment Schedule, maintain the Equipment in good operating order,
repair, condition, and appearance and protect the Equipment from
deterioration, other than normal wear and tear. Lessee shall not use the
Equipment for any purpose other than that for which it was designed.
Lessee shall, at its sole expense, enter into and maintain in force, for the
term of each Equipment Schedule, a prime shift maintenance contract
with the manufacturer of the Equipment or such other party as shall be
acceptable to Lessee. Lessor hereby transfers and assigns to Lessee any
and all warranties, obligations and duties of the manufacturer of the
equipment, or licensor of the software identified in any Equipment
Schedule and hereby irrevocably authorizes the Lessee during the term
of this agreement to exercise and enforce in Lessor's name (or Lessee's
name) all of the Lessor's rights granted under the manufacturer's
purchase agreement or applicable software license; provided, however,
that Lessee shall indemnify and hold Lessor or its assignee harmless
from and against any and all claims, costs, expenses, damages, losses,
and liabilities incurred or suffered by Lessor as a result of or incident to
any action by Lessee in connection therewith.
8.2 Alterations and Attachments
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Lessee will not, without the prior written consent of Lessor, affix or
install any accessory, equipment, or device on the Equipment leased
hereunder which will either impair the originally intended function or
use of such Equipment or cannot be readily removed without causing
material damage to such Equipment. All such accessories, equipment,
and devices furnished, attached, or affixed to the Equipment shall
thereupon become the property of Lessor (except such as may be
readily removed without causing material damage to the Equipment).
Lessee will not, without the prior written consent of Lessor and subject
to such conditions as Lessor may impose for its protection, affix the
Equipment to any real property if, as a result thereof, the Equipment
will become a fixture under applicable law. Nothing in this paragraph
shall be deemed to prohibit Lessee from authorizing and making minor
repairs and enhancements to the Equipment without Lessor's prior
consent, which do not impair its function and which are authorized or
recommended by the manufacturer of such Equipment.
8.3 Inspection by Lessor
Upon the request of Lessor, and subject to Lessor's procedures for
safeguarding property and information on its premises, Lessee shall, at
reasonable times during business hours, make the Equipment available
to Lessor for inspection at the place where it is normally located and
shall make Lessee's service log and other maintenance records
pertaining to the Equipment available to Lessor for inspection.
9. Delivery and Return of Equipment
Lessee hereby assumes the full expense of transportation and in-
transit insurance to Lessee's premises and installation thereat of the
Equipment. Upon termination (by expiration or otherwise) of an
Equipment Schedule, Lessee shall, pursuant to Lessor's instructions and
at Lessee's full expense (including, without limitation, expenses of
transportation and in-transit insurance), return the Equipment to Lessor,
at a location within the continental United States designated by Lessor,
in the same operating order, repair, condition and appearance as when
received, less normal depreciation and wear and tear, and excepting
physical loss, damage, or destruction for which Lessee is not
responsible as provided in Section 11.
10. Indemnity
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Lessee shall not be entitled under the terms of this Master Lease as a
party indemnified hereunder for any claims, costs, expenses, damages,
and liabilities occasioned by the gross negligence or willful misconduct
of such indemnified party.
11. Risk of Loss and Insurance
The responsibilities of Lessee and Lessor with respect to the risk of
loss and insurance of the Equipment shall be as set forth in the
Equipment Schedule. Lessee shall, at its own expense, carry property
damage liability insurance during the term of the Master Lease in
amounts and against risks customarily insured against by Lessee on
equipment owned by it, and any amounts received by Lessor with
respect to such insurance shall be credited against Lessee's obligations
hereunder.
12. Default
12.1 Definition
The occurrence of any one or more of the following events (herein
called "Events of Default") shall constitute a default under an
Equipment Schedule:
(a) Default by Lessee in the payment of any installment of Monthly
Rent or other charge payable by Lessee under such Equipment Schedule
as and when the same becomes due and payable and such default
continues for a period of ten (10) days after receipt of notice from
Lessor or its Secured Party that such payment is due; or (b) Default by Lessee in the performance of any other term, covenant
or condition of such Equipment Schedule or the inaccuracy in any
material respect of any representation or warranty made by Lessee in
such Equipment Schedule or in any document or certificate furnished to
the Lessor in connection therewith, which default or inaccuracy shall
continue for a period of fifteen (15) days after notice; or (c) The making of an assignment by Lessee for the benefit of its
creditors or the admission by Lessee in writing of its inability to pay its
debts as they become due, or the insolvency of Lessee, or the filing by
Lessee of a voluntary petition in bankruptcy, or the adjudication of
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Lessee as a bankrupt, or the filing by Lessee of any petition or answer
seeking for itself any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present
or future statute, law or regulation, or the filing of any answer by Lessee
admitting, or the failure by Lessee to deny, the material allegations of a
petition filed against it for any such relief, or the seeking or consenting
by Lessee to, or acquiescence by Lessee in, the appointment of any
trustee, receiver or liquidator of Lessee or of all or any substantial part
of the properties of Lessee, or the inability of Lessee to pay its debts
when due, or the commission by Lessee of any act of bankruptcy as
defined in the Federal Bankruptcy Laws, as amended; or(d) The failure by Lessee, within sixty (60) days after the
commencement of any proceeding against Lessee seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future statute, law, or
regulation, to obtain the dismissal of such proceeding or, within sixty
(60) days after the appointment, without the consent or acquiescence of
Lessee, of any trustee, receiver, or liquidator of Lessee of all or any
substantial part of the properties of Lessee, to vacate such appointment; or (e) The default by Lessee under any other Equipment Schedule or
other agreement between Lessee and Lessor or its Secured party
hereunder.
12.2 Remedies
Upon the occurrence of any one or more Events of Default, Lessor, at
its option, may (1) proceed by appropriate court action or actions either
at law or in equity to enforce performance by Lessee of the applicable
covenants and terms of the applicable Equipment Schedule, or to
recover from Lessee any and all damages or expenses which Lessor
shall have sustained by reason of Lessee's default in such performance
or on account of Lessor's enforcement of its remedies thereunder, or (2)
accelerate the balance of the monthly rentals thereafter accruing under
the applicable Equipment Schedule, which, together with all rent and
other amounts then due, shall become immediately due and payable, as
liquidated damages and not as a penalty, and Lessor shall have the right
to the extent permitted by law: (i) to recover all sums so due thereunder
including all costs and expenses incurred in connection with the
enforcement of any right or remedy hereunder; (ii) to retake immediate
possession of the Equipment without any process of law and for such
purpose Lessor may enter peacefully and without force upon premises
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where the Equipment may be located and may remove the same
therefrom without being liable to Lessee therefor, except that Lessor
shall be liable for damages resulting from the fault or negligence of
Lessor, Lessor's Secured Party or their respective agents and
representatives in any such entry or repossession; (iii) to sell, lease or
otherwise dispose of all or any portion of the Equipment, with the
privilege of becoming the purchaser thereof, at public or private sale,
for cash or on credit, in which event Lessor shall apply the cash
proceeds from any sale or other disposition (less the estimated fair
market value of the Equipment at the expiration of the Initial Term or
any extension thereof), or the present value of the rentals under any
lease for a term not to exceed the expiration of the Initial Term or any
extension thereof (all such amounts to be called "Proceeds" hereinafter),
less all costs and expenses incurred in connection with the recovery,
repair, or storage of the Equipment or the transaction itself, against all
sums due from Lessee and to the extent and in the manner permitted by
law, Lessee shall be liable to Lessor for, and Lessor may recover from
Lessee, the amount by which the Proceeds of any such transaction, less
the expenses of retaking, storing, repairing, and the transaction itself,
incurred by Lessor, is less than all sums due from Lessee under the
applicable Equipment Schedule; and (iv) to pursue any other remedy
permitted by law or equity. The above remedies, to the extent permitted
by law, any one or more of which Lessor need not, in its discretion,
exercise, shall be deemed cumulative and may be exercised
successively or concurrently.13. Option to Purchase
Upon the termination of the Initial Term of the Master Lease, or of
any Renewal period, Lessee shall have an option to purchase the
Equipment on any Equipment Schedule or any portion thereof at its
then current fair market value. Lessee shall exercise this option by
written notice to the Lessor not less than twenty (20) days prior to the
termination of such lease term.
14. Confidentiality
Lessee and Lessor agree that each shall keep confidential and secure
and not disclose to any other party any information concerning the
business, customers, processes and methods of the other party which it
acquires in the course of its performance of this Master Lease and any
Equipment Schedule hereunder.
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15. Miscellaneous
15.1 Entire Agreement
Lessor and Lessee acknowledge that there are no agreements or
understandings, written or oral, between Lessor and Lessee with respect
to the Equipment other than as set forth herein and in each Equipment
Schedule and that this Master Lease Agreement and each Equipment
Schedule contains the entire agreement between Lessor and Lessee with
respect thereto. Neither this Master Lease nor any Equipment Schedule
may be altered, modified, terminated, or discharged except by a writing
signed by the party against whom such alteration, modification,
termination, or discharge is sought.
15.2 Binding Nature
Each Equipment Schedule shall be binding upon, and shall inure to
the benefit of, Lessor, Lessee and their respective successors, legal
representatives, and assigns, except, in the case of any Secured Party, to
the extent set forth in Subsection 6.3 hereof.
15.3 Survival of Obligations
All agreements, representations, and warranties contained in this
Master Lease, any Equipment Schedule, or any document delivered
pursuant hereto or in connection herewith shall be for the benefit of
Lessor and any Assignee or Secured Party and shall survive the
execution and delivery of this Master Lease and the expiration or other
termination of this Master Lease.
15.4 Notices
Any notice, request, or other communication to either party by the
other as provided for herein shall be given in writing and only shall be
deemed received upon the earlier of receipt or three days after mailing if
mailed postage prepaid by regular mail or airmail to Lessor (to the
attention of "Lease Administrator") or Lessee, as the case may be, at the
address for such party set forth in the Equipment Schedule or at such
changed address as may be subsequently submitted by written notice of
either party.
15.5 Governing Law
The Master Lease has been, and each Equipment Schedule will have
been, made, executed, and delivered in the State of California and shall
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be governed and construed for all purposes under and in accordance
with the laws of the State of California.15.6 Severability
In the event any one or more of the provisions of this Master Lease
and/or any Equipment Schedule shall for any reason be held invalid,
illegal, or unenforceable, the remaining provisions of this Master Lease
and/or any such Equipment Schedule shall be unimpaired, and the
invalid, illegal, or unenforceable provision shall be replaced by a
mutually acceptable valid, legal, and enforceable provision, which
comes closest to the intention of the parties underlying the invalid,
illegal, or unenforceable provision.
IN WITNESS WHEREOF, the parties hereto have executed this
Master Lease on or as of the day and year first above written.
LESSOR LESSEE
By: _____________________ By: _____________________
Title: ____________________ Title: ____________________
