MAZUMA CAPITAL CORP
12257 S. Business Park Dr., Suite 225
Draper, Utah 84020
MASTER LEASE AGREEMENT NO. MCC1058
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THIS
MASTER LEASE AGREEMENT is made on April 1, 200[8], between
MAZUMA CAPITAL CORP , with its principal office at 12257 S.
Business Park Dr., Suite 225, Draper, UT 34020 (the "Lessor") and
UCN, INC. , a corporation organized in the state of
Delaware, with its principal office at 7730 S. Union Park Ave,
Suite 500, Midvale, UT, 34047 (the "Lessee").
SECTION
1. DEFINITIONS :
All
capitalized terms not defined herein are defined in the
Schedule.
a. "Acceptance and Delivery
Certificate" means any acceptance and delivery certificate,
executed by the Lessee in connection with a Schedule, a Master
Progress Payment Agreement, if any, and this Master Lease Agreement
whereby the Lessee acknowledges that the items of Property to be
leased have been delivered, received, installed, examined and
tested and determined by Lessee to be satisfactory.
b. "Base Period" means the
period of any Lease referred to as such on the related Schedule
under this Master Lease Agreement.
c. "Certificate" means an
Acceptance and Delivery and Approval for Progress Payment
Certificate executed by the Lessee in connection with a Schedule, a
Master Progress Payment Agreement and this Master Lease
Agreement.
d. "Date of Acceptance" means
except as otherwise provided in Section 8b of this Master lease
Agreement, the date Lessee accepts the Property designated in any
Schedule, as set forth in any Acceptance and Delivery Certificate
executed by the Lessee in form provided by Lessor.
e. "Lease Commencement Date"
means as to the Property designated on any Schedule, where the Date
of Acceptance for such Schedule falls on the first day of a
calendar quarter, that date, and in any other case, the first day
of the calendar quarter following the calendar quarter in which
such Date of Acceptance falls.
f. "Lease" means a Schedule
incorporating the terms of this Master Lease Agreement, together
with the related Master Progress Payment Agreement, if any,
Stipulated Loss Schedule, Acceptance and Delivery Certificate, UCC
financing statements and all other supporting documentation related
thereto.
g. "Lessor's Damages" means
the Stipulated Loss Value together with costs, expenses, attorney's
fees, interest, and any determinable indemnity owed by Lessee to
Lessor.
h. "Master Progress Payment
Agreement" means an agreement under which (i) lessee accepts
items of Properly by signing a Certificate, (ii) Lessor agrees to
purchase said items or Property, and (iii) Lessee agrees to pay
service charges, all prior to the Date of Acceptance of the
Schedule.
i. "Monthly Rental" means the
monthly rental, together with sales tax and other amounts, if
applicable, referred to as such on the related Schedule under this
Master Lease Agreement.
j. "Property" means equipment
and other property, together with all related software whether
embedded therein or otherwise, with all attachments, replacements,
parts, substitutions, additions, repairs, accessions and
accessories, incorporated therein and/or affixed thereto described
in any Lease Schedule to be executed and delivered by Lessor and
Lessee in connection with this Master Lease Agreement.
k. "Schedule" means any Lease
Schedule to be executed and delivered by Lessor and lessee under
this Master Lease Agreement, which Schedule states the terms and
other data associated with the Schedule and describes the leased
Property.
l. "Software" means any
computer program and supporting data, including all documentation,
later versions, updates, upgrades and modifications, provided
and/or described in any Lease Schedule us be executed and delivered
by Lessor and Lessee in connection with this Master Lease
Agreement.
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m. "Stipulated Loss Schedule" means
Schedule of Stipulated Loss Values relating to a specific Schedule
under this Master Lease Agreement.
SECTION
2. LEASE :
Lessor
agrees to lease to Lessee, and Lessee agrees to lease from Lessor
the Property described in any Schedule executed and delivered by
Lessor and Lessee in connection with this Master Lease Agreement.
Each Schedule shall incorporate by reference the turns and
conditions of this Master Lease Agreement, and together with the
Acceptance and Delivery Certificate and Master Progress Payment
Agreement, if applicable, shall constitute a separate Lease.
SECTION
3. TERM OF LEASE :
The
term of any Lease, as to all Property designated on the applicable
Schedule, shall commence on the Date of Acceptance for such
Property, and shall continue for a Base Period ending that number
of months from the Lease Commencement Date as specified in the
Schedule. Thereafter, Lessee shall have those options as provided
in Section 21k of this Master Lease Agreement.
SECTION
4. RENT AND PAYMENT :
Lessee
shall pay as rent for use of the Property, aggregate rentals equal
to the sum of all the Monthly Rentals and other payments due under
the Lease for the entire Base Period. The Monthly Rental shall
begin on the Date of Acceptance and shall be due and payable by
Lessee in advance on the first day of each month throughout the
Base Period, provided, however, that if quarterly rental payments
are specified on a Schedule, the quarterly rental shall be due and
payable by Lessee in advance on the first day of each quarter
throughout the Base Period. If the Date of Acceptance does not fall
on the first day of a calendar quarter, then the first rental
payment shall be calculated by multiplying the number of days from
and including the Date of Acceptance to the Lease Commencement Date
by a daily rental equal to one-thirtieth (1/30) of the Monthly
Rental, and shall be due and payable on the Date of Acceptance.
lessee shall pay to Lessor, or its assigns, all rentals as due when
due, without notice or demand, to Lessor's address set forth above,
or as otherwise directed in writing by lessor, or its assigns.
LESSEE SHALL NOT ABATE, SET OFF OR DEDUCT ANY AMOUNT OR DAMAGES
FROM OR REDUCE ANY MONTHLY RENTAL. OR OTHER PAYMENT DUE FOR ANY
REASON. THIS LEASE IS NON-CANCELABLE FOR THE ENTIRE TERM OF THE
BASE PERIOD AND ANY CONTINUATION PERIODS.
If any
rental or other payment due under any Lease shall be unpaid ten
(10) days after its due date, Lessee will pay on demand, as a late
charge, but not as interest, the greater of twenty-five dollars
($25.00) or five percent (5%) of any such unpaid amount but in no
event to exceed maximum lawful charges.
SECTION
5. NET LEASE :
This is
a fully net, non-cancelable lease contract which may not be
terminated for any reason except as otherwise specifically provided
herein. Lessee has no right of prepayment unless agreed to in
writing by Lessor. lessor and Lessee agree that any lease is a
"Finance Lease" as defined by the Uniform Commercial Code Article
2A. Lessee shall be responsible for and shall indemnify Lessor
against, all Costs, expenses and claims of every nature whatsoever
arising out of or in connection with or related to the Lease or the
Property.
Lessee
acknowledges and agrees that its obligations to pay all Monthly
Rentals and other amounts due and owing and perform its obligations
hereunder shall be primary, absolute, unconditional, independent
and irrevocable and shall not be subject to or affected by (i) any
circumstance whatsoever, including, without limitation, any setoff,
counterclaim, recoupment, abatement, suspension, reduction,
rescission, defense or other right otherwise available to Lessee;
(ii) any defect in the title, merchantability, condition, design,
operation or fitness for use of, or any damage to, removal,
abandonment, requisition, taking condemnation or loss or theft or
destruction of, the Property, or any interference, interruption,
restriction, curtailment or cessation in or prohibition of the use
or possession thereof by the Lessee or any other person for any
reason whatsoever; or (iii) Failure on the part of the manufacturer
or the shipper of the Property to deliver the Property or any
part
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LS#82-01
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thereof
to Lessee. Lessor is not responsible to install, test, repair or
service any Property.
SECTION
6. CONDITIONS PRECEDENT :
Lessor's obligations under each Schedule, including its obligation
to purchase and lease any Property to be leased thereunder, are
conditioned upon Lessor's receipt of, in form or substance
satisfactory to Lessor, and Lessor's determination that all of the
following are satisfactory: (i) evidence as to due compliance with
the insurance provisions hereof; (ii) Uniform Commercial Code
financing statements and all other filings and recordings as
required by Lessor; (iii) lien searches in the jurisdiction of
Lessee's organization and in each jurisdiction in which the
Property and/or Lessee's chief executive office are located; (iv)
incumbency and signature of the officers of lessee authorized to
execute such documents; (v) resolutions of Lessee's Board of
Directors and/or Members duly authorizing the leasing, or sale and
leaseback, as the case may be, of the Property hereunder and the
execution, delivery and performance of the Lease; (vi) if requested
by Lessor, certificates of good standing from the jurisdiction of
Lessee's organization, and (vii) if requested by Lessor, a copy of
Lessee's organizational documents and evidence of Lessee's
organizational number.
SECTION
7. TAXES AND FEES :
Lessee
shall promptly pay to Lessor, and agrees to indemnify and hold
Lessor harmless from all taxes, fees, assessments and charges paid,
payable or required to be collected by Lessor (together with any
penalties, fines or interest thereon), which are levied or based on
the Monthly Rental or other payment due under the Lease, or on the
delivery, acquisition, possession, use, operation, lease, rental,
sale, purchase, control or value of the Property, including without
limitation, registration and license fees and assessments,
recycling fees, state and local privilege or excise taxes,
documentary stamp taxes or assessments, sales and use taxes,
personal and other property taxes, and taxes or charges based on
gross revenue, but excluding taxes based on Lessor's net income,
(collectively "taxes"), whether the same be assessed to Lessor or
lessee. Lessee also agrees to pay to Lessor all servicing and
administrative costs associated with processing and paying various
fees and taxes. Lessor shall file all required reports and returns
with all applicable governmental agencies relating to the taxes
concerning the Property.
SECTION
8. USE: ALTERATIONS AND ATTACHMENTS :
a. The Property is leased solely for
commercial or business purposes.
b. After Lessee receives and inspects
any Property and is satisfied that the Property is satisfactory,
Lessee shall execute and deliver to Lessor an Acceptance and
Delivery Certificate in form provided by Lessor; provided, however,
that Lessee's failure to execute and deliver an Acceptance and
Delivery Certificate for any Property shall not affect the validity
and enforceability of the Lease with respect to the Property. If
Lessee has executed and delivered a Master Progress Payment
Agreement, Lessor may, in its sole discretion, at any time by
written notice to Lessee, declare all prior Certificates executed
in connection with the Master Progress Payment Agreement to be and
constitute the Acceptance and Delivery Certificate for all purposes
under the Lease, and the Date of Acceptance of the Lease shall be
the date determined by Lessor in its sole discretion which shall
not be earlier than the date of the last Certificate.
c. The Property is and shall remain
personal property during the term of the Lease notwithstanding that
any portion thereof may in any manner become affixed, attached to
or located on real property or any building or improvement thereon.
Lessee shall not affix or attach, or permit any of the Property to
become affixed or attached to any real property in any manner which
would change its nature from that of personal property to real
property. Lessee shall not permit the Property to become an
accession to other goods or a fixture to or part of any real
property. Lessee will obtain and deliver to Lessor a lien waiver in
a form satisfactory to Lessor, from all persons not a party hereto
who might claim an interest, lien or other claim in the
Property.
d. Lessee shall at all times keep the
Property in its sole possession and control. The Property shall not
be moved from the location stated in the Schedule without the prior
written consent of Lessor, which consent shall not be unreasonably
withheld.
e. Lessee may not make alterations or
attachments to the Property without first obtaining the written
consent of Lessor. Any such alterations or attachments shall be
made at Lessee's expense and shall not interfere with the normal
and satisfactory operation or maintenance of the Property. The
manufacturer
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may incorporate engineering changes or make temporary alterations
to the Property upon request of Lessee. Unless Lessor shall
otherwise agree in writing, all such alterations and attachments
shall be and become the property of Lessor upon their attachment to
the Property or, at the option of Lessor, shall be removed by
Lessee at the termination of the Lease and the Property restored at
Lessee's expense to its original condition, reasonable wear and
tear only excepted.
f. In the event the Property includes
Software, the following shall apply: (i) Lessee shall possess and
use the Software in accordance with the terms and conditions of any
license agreement entered into with the owner/vendor/licensor of
such Software ("License") (at Lessor's request, Lessee shall
provide a complete copy of the License to Lessor) and shall not
breach the License; (ii) Lessee agrees that Lessor has an interest
in the License and Software due to its payment of the price thereof
and is an assignee or third party beneficiary of the License; (iii)
as due consideration for Lessor's payment of the price of the
License and Software and for providing the Software to Lessee at a
lease rate (as opposed to a debt rate), Lessee agrees that Lessor
is leasing (and not financing) the Software to Lessee; (iv) except
for the original price paid by Lessor, Lessee shall, at its own
expense, pay promptly when due all servicing fees, maintenance
fees, update and upgrade costs, modification costs, and all other
costs and expenses relating to the License and Software and
maintain the License in effect during the term of the Lease; and
(v) the Software shall be deemed Property for all purposes under
the Lease.
g. Lessee shall comply with all
applicable laws, regulations, requirements, rules and orders, all
manufacturer's instructions and warranty requirements, and with the
conditions and requirements of all policies of insurance with
respect to the Property and the Lease.
h. Lessee shall cause the Property to
be installed, used, operated and, at the termination of the Lease,
if applicable, removed at Lessee's expense (i) in accordance with
any applicable manufacturer's manuals or instructions; (ii) by
competent and duly qualified personnel only; and (iii) in
accordance with applicable governmental regulations.
i. Relating to Lessee's use of the
Property, Lessee shall comply with all present and future federal,
state, regional and municipal laws, statutes, ordinances,
regulations, rules, judicial and similar requirements of all
federal, state, regional and municipal governmental agencies,
bodies or officials or other governmental entities with legal
authority pertaining to the protection of human or wildlife health
and safety or the environment, including, without limitation, any
such laws, statutes, ordinances, regulations, rules, judicial and
administrative orders and decrees, permits, licenses, approvals,
authorizations and similar requirements regulating or relating to
Hazardous Materials (defined below) or to the generation, use,
storage, release, presence, disposal, transport, or handling of any
other substance, oil, oil byproducts, gas element, or material
which has the potential to pollute, contaminate or harm any land,
subsurface area, water source or watercourse, air or other natural
resource, herein-after referred to as "Environmental Laws".
"Hazardous Materials" is defined as any hazardous or toxic
substance, material or waste that are or become regulated under any
applicable local, state or federal law, including, but not limited
to, those substances, materials, and wastes listed in the United
States Department of Transportation Hazardous Materials Table (49
CFR 172.101) or defined by the Environmental Protection Agency
("EPA") as "any material that poses a threat to human health and/or
the environment. Typical hazardous substances are toxic, corrosive,
ignitable, explosive, or chemically reactive".
SECTION
9. MAINTENANCE AND REPAIRS: RETURN OF PROPERTY
:
a. During the continuance of each
Lease, Lessee shall, at its own cost and expense, and in accordance
with all manufacturer maintenance specifications, (i) keep the
Property in good repair, condition, operating order and appearance,
(ii) make all necessary adjustments repairs and replacements, (iii)
not use or permit the Property to be used for any purpose for
which, in the opinion of the manufacturer, the Property is not
designed or reasonably suitable, and (iv) furnish all required
parts, mechanisms, devices and servicing, so as to keep each item
of Property and any part in good repair and operating order
(ordinary wear and tear excepted) in the same condition and
appearance as when delivered to the Lessee. Such parts, mechanisms
and devices shall immediately become a part of the Property for all
purposes hereunder and title thereto shall vest in Lessor. If the
manufacturer does not provide maintenance specifications, Lessee
shall perform all maintenance in accordance with industry standards
for like property.
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b. During the continuance of each
Lease, Lessee shall, at its own expense, enter into and maintain in
force a contract with the manufacturer or other qualified
maintenance organization reasonably satisfactory to Lessor for
maintenance of each item. of Property that requires such a
contract. Such contract as to each item shall commence upon the
earlier of the Certificate date, if applicable, or the Date of
Acceptance. Upon request Lessee shall furnish Lessor with a copy of
such contract.
c. Lessee shall pay all shipping and
delivery charges and other expenses incurred in connection with the
Property. Upon default, or at the expiration or earlier termination
of any Lease, Lessee shall, at its own expense, assemble, prepare
for shipment and promptly return the Property to lessor at the
location within the continental United States designated by Lessor.
Upon such return, the Property shall be in the same operating
order, repair, condition and appearance as on the Date of
Acceptance, except for reasonable wear and tear from proper use
thereof, and shall include all engineering changes theretofore
prescribed by the manufacturer. Lessee shall provide maintenance
certificates or qualification letters and/or arrange for and pay
all costs which are necessary for the manufacturer to accept the
Property under contract maintenance at its then standard rates
("recertification"). The term of the Lease shall continue upon the
same terms and conditions until such recertification has been
obtained.
d. With regard to Software, at the
expiration or earlier termination of any Lease, or upon demand by
Lessor upon the occurrence of an Event of Default (hereinafter
defined) under the lease, Lessee shall (i) destroy all copies or
duplicates of the Software which were nor returned to Lessor (ii);
delete from its systems all Software then installed; (iii) cease
using the Software altogether or; iv) disable the computers,
computer systems or other equipment which run and/or operate and or
are controlled by the Software. Upon its receipt from Lessee,
Lessor shall be responsible to return the Software to the
owner/vendor/licensor sit that Lessee shall nor be in breach of any
software license.
e. Lessee shall immediately notify
Lessor in writing of all details concerning any damage or loss to
the Property, including without limitation, any damage or loss
arising from the alleged or apparent improper manufacture,
functioning or operation of the Property.
SECTION
10. OWNERSHIP AND INSPECTION :
a. The Property shall at all times be
the property of Lessor or its assigns, and Lessee shall have no
right, title or interest therein except as to the use thereof
subject to, the terms and conditions of the Lease. For purposes of
the foregoing, Lessee transfers to Lessor all of Lessee's right,
title and interest (including all ownership interest) in and to the
Property free and clear of all liens, security Interests and
encumbrances. Lessor may affix (or require Lessee to affix) tags,
decals or plates to the Property indicating Lessor's ownership, and
Lessee shall not permit their removal or concealment. Lessee shall
not permit the name of any person or entity other than Lessor or
its assigns to be placed on the Property as a designation that
might be interpreted as a claim of ownership or security
interest.
b. Lessor, its assigns and their
agents shall have free access to the Property at all reasonable
times during normal business hours for the purpose of inspecting
the Property and for any other purpose contemplated in the Lease.
Lessee shall pay all inspection costs incurred by Lessor.
c. LESSEE SHALL KEEP THE PROPERTY
AND LESSEE'S INTEREST UNDER ANY LEASE FREE AND CLEAR OF ALL LIENS
AND ENCUMBRANCES, EXCEPT THOSE PERMITTED IN WRITING BY LESSOR OR
ITS ASSIGNS.
SECTION
11. DISCLAIMER OF WARRANTIES
:
a. WITHOUT WAIVING ANY CLAIM THE
LESSEE MAY HAVE AGAINST ANY MANUFACTURER, LESSEE ACKNOWLEDGES AND
AGREES THAT LESSOR IS NOT A SELLER, SUPPLIER OR THE MANUFACTURER OF
THE PROPERTY (AS SUCH TERMS ARE DEFINED OR USED, AS THE CASE MAY
BE, IN THE UNIFORM COMMERCIAL. CODE) OR DEALER, NOR A SELLER'S OR A
DEALER'S AGENT THEREIN, II) THE PROPERTY IS OF A SIZE, DESIGN,
CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO THE LESSEE,
III) THE LESSEE HAS EXAMINED AND IS SATISFIED THAT EVERY ITEM OF
PROPERTY IS SUITABLE FOR ITS PURPOSE, IV) THE LESSEE,
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TAKES THE PROPERTY
AND EACH PART THEREOF "AS IS" AND "WHERE IS", V) THE LESSOR HAS NOT
MADE AND DOES NOT MAKE, AND HEREBY DISCLAIMS LIABILITY FOR, AND
LESSEE HEREBY WAIVES ALL RIGHTS AGAINST LESSOR RELATING TO, ANY AND
ALL WARRANTIES, REPRESENTATIONS OR OBLIGATIONS WHATSOEVER, EXPRESS
OR IMPLIED, ARISING BY APPLICABLE. LAW OR OTHERWISE, RELATING TO
THE. PROPERTY, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY AND ALL WARRANTIES, REPRESENTATIONS OR OBLIGATIONS AS TO (1)
THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE
PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE
PROPERTY; (2) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A
PARTICULAR PURPOSE. WHETHER OR NOT DISCLOSED TO LESSOR; (3) THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE (4)
THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR
COPYRIGHT OR THE LIKE; AND (5) THE ABSENCE OF OBLIGATIONS BASED ON
STRICT LIABILITY IN TORT. It is agreed that all such risks incident
to the matters described in this Section 11a, as between the Lessor
and the Lessee are to be borne by the Lessee. If the Property or
Software is nor properly installed, does not function as
represented or warranted by original owner/seller/supplier/
licensor, or is unsatisfactory for any reason, Lessee shall make
any claim on account thereof solely against original
owner/seller/supplier/licensor and shall nevertheless pay all sums
payable under the Lease, lessee hereby waiving the right to make
any such claims against Lessor. Lessor shall not be liable to
Lessee for any loss, damage or expense of any kind or nature
caused, directly or indirectly, by the Property or the use,
possession or maintenance thereof, or the repair, service or
adjustment thereof, or by any delay for failure to provide any such
maintenance, repair, service or adjustment, or by any interruption
of service or loss of use thereof (including without limitation,
Lessee's use of or right to use any Software) or for any loss of
business howsoever caused.
b. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE LEASE, LESSOR SHALL NOT, UNDER ANY
CIRCUMSTANCES, BE LIABLE TO LESSEE OR ANY THIRD PARTY, FOR
CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT
OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, WHETHER IN
AN ACTION BASED ON CONTRACT, TORT INCLUDING NEGLIGENCE OR STRICT
LIABILITY) OR ANY OTHER LEGAL. THEORY, INCLUDING WITHOUT
LIMITATION, LOSS (IF ANTICIPATED PROFITS, OR BENEFITS OF USE OR
LOSS OF BUSINESS, EVEN IF LESSOR IS APPRISED OF THE LIKELIHOOD OF
SUCH DAMAGES OCCURRING.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF ANY LEASE
WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF
WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO
BE SEVERABLE FROM ANY OTHER PROVISION AND IS A SEPARABLE. AND
INDEPENDENT ELEMENT OF RISK ALLOCATION AND IS INTENDED TO BE
ENFORCED AS SUCH.
c. Lessor assigns to Lessee all
assignable warranties on the Property, including without limitation
any warranties described in Lessor's purchase contract, which
assignment shall be effective only (i) during the Base Period and
any continuation period thereof; and (ii) so long as no Event of
Default exists.
SECTION
12. ASSIGNMENT BY LESSOR :
Lessor
may assign or transfer its rights and interests in the Lease and/or
the Property to another party ( "Lessor's Assignee" ) either
outright or as security for loans (collectively the
"Underwriting" ). Upon notice of any such assignment and
instructions from Lessor, Lessee shall pay its Monthly Rental and
other payments and perform its other obligations under the Lease to
the Lessor's Assignee (or to another party designated by Lessor's
Assignee). Upon any such sale or assignment, LESSEE'S
OBLIGATIONS TO LESSOR'S ASSIGNEE UNDER THE ASSIGNED LEASE SHALL BE
ABSOLUTE AND UNCONDITIONAL AND LESSEE WILL NOT ASSERT AGAINST
LESSOR'S ASSIGNEE ANY CLAIM, DEFENSE, OFFSET OR COUNTERCLAIM WHICH
LESSEE MIGHT HAVE AGAINST LESSOR. Lessee waives and will not
assert against any assignee of Lessor any claims, defenses, or
set-offs which Lessee could assert against Lessor. Lessor's
Assignee shall have all of the rights but none of the obligations
of lessor under the assigned Lease, and after such assignment
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Lessor
shall continue to be responsible for all of Lessor's obligations
under the Lease.
Upon
any such assignment, Lessee agrees to promptly execute or otherwise
authenticate and deliver to Lessor estoppel certificates,
acknowledgments of assignment, records and other documents
requested by Lessor which acknowledge the assignment, affirmation
of provisions of the Lease which may be required to effect the
Underwriting. Lessee authorizes Lessor's assigns to file UCC-1
financing statements or precautionary filings as Lessor or its
assigns deem necessary. Lessor's assigns are authorized to take any
measures necessary to protect their interest in the Property.
Only
one executed counterpart of any Schedule shall be marked
"Original"; any other executed counterparts shall be marked
"Duplicate Original" or "Counterpart". No security interest in any
Schedule may be created or perfected through the transfer or
possession or control, as applicable, of any counterpart other than
the document or record, as applicable, marked "Original".
SECTION
13. ASSIGNMENT BY LESSEE :
LESSEE MAY NOT ASSIGN ANY LEASE OR ANY OF ITS RIGHTS HEREUNDER
OR SUBLEASE THE PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR. NO PERMITTED ASSIGNMENT OR SUBLEASE SNAIL RELIEVE LESSEE OF
ANY OF ITS OBLIGATIONS HER
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