【文章內(nèi)容簡介】 t, naming Lessor and Lessee as sole loss payees, as their interests may appear, and (b) bined limit public liability and property damage insurance of not less than $,_________ per occurrence (or such other amounts as Lessor reasonably may require by notice to Lessee) naming Lessee as insured and Lessor as an additional insured. The insurance shall provide for not less than 30 days prior written notice to Lessor of any material change, cancellation or nonrenewal of the policy. Premiums for all such insurance shall be prepaid. Lessee shall deliver evidence of such insurance to Lessor upon request, and shall promptly provide to Lessor all information pertinent to any occurrence which may bee the basis of a claim. Lessee will not make claims adjustments with insurers except with Lessor39。s prior written consent.9. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and warrants to Lessor that as of the date hereof:(a) Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the Documents)。 the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms。 there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform under the Documents or affect the validity thereof。 and all information which has been supplied to Lessor is accurate and plete.(b) Lessee39。s execution of the Documents and its leasing of the Equipment does not and will not (i) violate Lessee39。s organizational documents or any judgment, order or law applicable to this Agreement or any Lease or Lessee。 (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee39。s property is subject。 or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor.(c) All financial data of Lessee or of any consolidated group of panies of which it is a member (Lessee Group) delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group.(d) If Lessee is a corporation, partnership or limited liability pany, it is and will be validly existing and in good standing under the laws of the state of its organization。 the persons signing the Lease are acting with the full authority of the board of directors, partners, members or managers, as the case may be, and such persons hold the offices indicated below their signatures, which are genuine.10. COVENANTS OF LESSEE.(a) Lessee agrees that title to each item of Equipment shall remain with the Lessor at all times and the Lessee shall have no right, title or interest therein except as expressly set forth in each Lease. Lessee agrees that it will keep the Equipment free and clear from all claims, liens, and encumbrances (except in favor of the Lessor) and will not assign, sublet, or grant a security interest in the Equipment or in any Lease without Lessor39。s prior written consent. As additional security for the performance of Lessee39。s obligations hereunder and under each Lease, Lessee hereby grants to Lessor a first priority security interest in its interest in the Equipment and any proceeds thereof. Lessee irrevocably appoints Lessor (acting directly or through any agent) its attorneyinfact to execute such UCC financing Statements as Lessor shall deem necessary or expedient to perfect or protect such security interest, and Lessee agrees to execute and deliver, at Lessee39。s expense, such other or additional documents or instruments as Lessor shall reasonably deem necessary or expedient to perfect or protect such security interest. Lessee shall notify Lessor in writing, with full particulars, within 10 days after it learns of the attachment of any lien to any Equipment and of the Equipment39。s location.(b) LESSEE COVENANTS AND AGREES THAT THE EQUIPMENT WILL NOT BE USED FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, AND WILL BE USED SOLELY FOR COMMERCIAL OR BUSINESS PURPOSES.(c) Lessee shall not relocate any unit of Equipment from the Equipment Location set forth in the applicable Equipment Schedule without the prior written approval of Lessor (which shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately in writing of any change in Lessee39。s corporate or business name or in the location of its chief executive office.(d) Upon reasonable written notice to Lessee, Lessor may inspect the Equipment during normal business hours. At Lessor39。s request, Lessee will attach identifying labels to each unit of Equipment in a location reasonably suitable for such labels and in a form approved by Lessor showing Lessor39。s ownership interest therein.(e) Lessor may assign this Agreement and/or any Lease. Lessee waives and agrees not to assert against any assignee any defense, set off, recoupment, claim or counterclaim which Lessee has or may at any time have against Lessor for any reason whatsoever。 provided that no such assignment shall extinguish or impair any rights Lessee may have against Lessor.(f) Upon Lessor39。s request, Lessee shall within 90 days of the close of each fiscal year of Lessee, deliver to Lessor duplicate copies of Lessee39。s balance sheet and profit and loss statement, certified by a recognized firm of certified public accountants. Upon request, Lessee will deliver to Lessor duplicate co