Terms and Conditions of Equipment Lease

The following Terms and Conditions of Equipment Lease together with the Lease Order and Agreement (collectively, this "Agreement") are entered into by and between Hunter Leasing, L.P., a Texas Limited Partnership, located at 14935 Jacinto Port Boulevard, Houston, Texas 77015 (“Lessor”) and the Lessee identified on the Lease Agreement ("Lessee"), which constitute the complete and exclusive statement of the agreement between Lessor and Lessee, superseding and replacing all prior documents and representations and warranties, and shall not be modified or amended except as set forth in this Agreement or by a separate written agreement signed by the parties. Any and all Lease Quote/Order and Agreements, Proposals, and Sale Agreements issued by Lessor hereafter shall be subject to the same terms and conditions set forth below. Lessee may choose to submit purchase orders for their purposes; however, those purchase orders shall have no effect and shall not alter or amend in any way the terms and conditions of this Agreement.

THE RIGHTS AND INTERESTS OF THE LESSOR UNDER THIS AGREEMENT AND ALL SCHEDULES, AMENDMENTS AND MODIFICATIONS HERETO RELATING TO THE EQUIPMENT SUBJECT TO THIS AGREEMENT, HAVE BEEN ASSIGNED TO PNC BANK, NATIONAL ASSOCIATION AND ARE SUBJECT TO A FIRST PRIORITY PERFECTED SECURITY INTEREST IN FAVOR OF PNC BANK, NATIONAL ASSOCIATION. TO THE EXTENT THAT THIS AGREEMENT CONSTITUTES CHATTEL PAPER, NO SECURITY INTEREST IN THIS AGREEMENT MAY BE CREATED OR PERFECTED THROUGH THE TRANSFER OR POSSESSION OF THIS COUNTERPART.

Definitions
As used in this Agreement, the following definitions (not an exhaustive list) shall apply:
“Lease Agreement” shall mean the “Lease Quote and Agreement” and/or the “Lease Order and Agreement” and these “Terms and Conditions of Equipment Lease” along with any “Addenda” thereto together comprise the “Lease Agreement” between the parties and are interchangeable terms.
“Minimum Lease Term” shall mean the Lease Term as stated on Lease Agreement.
“Equipment” shall mean the blast resistant modules supplied by Lessor.
“Ancillary Products” shall include but not be limited to the cell phone boosters, stairs; railings; ramps; awnings: fencing: furniture; kitchen equipment and food service supplies including consumables; restroom appurtenances and supplies; office products; computers; printers; monitors; scanners; and other telecommunication-related devices; security systems; temporary alternative heat, electric and sanitary systems; convenience items; and any other ancillary products or services which are selected by Lessee and provided by Lessor which are offered for rental with, included in, attached or appurtenant to the Equipment, and set forth in this Lease Agreement.

1. TRUE LEASE. This Agreement constitutes a true lease and not a sale of the Equipment identified on the Lease Agreement (the "Equipment'). Title to and ownership of the Equipment at all times will remain in the Lessor. Lessee will acquire no right or interest in the Equipment, except as expressly set forth herein. The Equipment is and shall remain the sole personal property of the Lessor, even though the Equipment may become affixed to, embedded in, or be permanently resting upon real property.

2. LEASE; TERM OF LEASE; NO CANCELLATION.
     (a) Lessee will lease the Equipment from Lessor, and Lessor will lease the Equipment to Lessee, on the terms and conditions of this Agreement.
     (b) The Lease Term set forth on the Lease Agreement will begin on the date of delivery of the Equipment (the "Delivery Date"), as Lessor and Lessee shall agree upon, and end on the last day of such Lease Term.
     (c) Upon expiration of the Lease Term, provided that no Event of Default (as herein defined) has occurred and is continuing, this Agreement shall continue on a month-to-month     basis billed at the daily rate (each, an "Extension Period"), unless (i) either party shall provide written notice of termination of this Agreement at least 30 days prior to the expiration of the Lease Term or any Extension Period thereof, or (ii) the parties shall have entered into a new written agreement.
     (d) Lessee has no right to cancel or terminate this Lease prior to the Expiration of the Minimum Lease Term. Acceptance of Equipment returned to Lessor prior to expiration of the Minimum Lease Term, or any Extension Period does not constitute a release of Lessee’s rental obligations. Lessee understands that the Equipment may not be a standard, readily re-leasable product and/or Lessor may have lost other rental opportunities in allocating the Equipment for Lessee’s use and, as a result, Lessor is incurring extraordinary costs and expenses in proceeding with Lessee’s order for this Equipment. There will be no proration of rental payments without the prior written permission of Lessor. Notwithstanding the foregoing, in the event Lessee terminates this Lease Agreement or wrongfully rejects Equipment prior to the commencement of the Minimum Lease Term, Lessee shall be responsible for the payment to Lessor of: (1) all amounts of Rental Payments which are then due and payable and which are to become due and payable during the entire remaining portion of the Lease Term; (2) the costs incurred by Lessor for Labor, materials and work executed up to Lessor’s receipt of written notice of termination; (3) storage-related charges attributable to failed delivery; (4) costs associated with any failed attempt(s)s to deliver and/or pick up Equipment; and (5) reasonable overhead. All such charges shall be billed on a lump sum basis unless other payment options are agreed to in writing by the Lessor.

3. RENT; RENTAL INCREASES; LATE CHARGES.
     (a) Rental Payments begin to accrue on the Delivery Date, provided that any advance rental or deposit specified on the Lease Agreement shall be due upon execution of this Agreement or such other date as may be specified on the Lease Agreement. If, however, delivery of all or any portion of the Equipment is delayed at the request of Lessee or due to Lessee's negligent acts or non-performance of any covenant under this Agreement for more than 30 days after the earlier of Lessor's attempt to deliver such Equipment to Lessee or any Delivery Date scheduled by Lessor and Lessee, thereafter Lessor may, at its option, charge Lessee the Rental Payment as if Lessee had taken delivery of such Equipment on the last day of such 30 day period. Lessee shall pay Lessor the Daily Rate for the Equipment (specified on the Lease Order and Agreement) together with any other recurring rentals, charges, fees or taxes (including rental for all auxiliary items) comprising the Total Recurring Payment (or, if rent is payable on a quarterly or other periodic basis, such total recurring payment) specified on the Lease Agreement (collectively, the "Rental Payment") in advance on the Due Date. This is a net lease (See Section 8). The Lessee's obligation (without prior notice or demand) to pay the Rental Payment and all other amounts due hereunder shall be absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction except as limited herein.
(b) Upon the expiration of the Lease Term, this Agreement is automatically extended on a month-to-month basis billed at the daily rate on the same terms and conditions until the Equipment is returned to Lessor; except that Lessee’s rental rate shall be automatically adjusted to Lessor’s then prevailing renewal rate upon expiration or at any time thereafter. Additionally, at the expiration of the Lease Term or any time thereafter, Lessor has the right to change or increase any fee due and payable under the Agreement.
(c) If any payment is not paid when due or within five days of such due date, Lessor shall notify Lessee and Lessee shall have five business days to cure. If Lessee fails to cure in five business days, Lessee agrees to pay Lessor a charge of one and one-half percent (1 1/2 %) per month of the amount in arrears for the period such amount remains unpaid, but not to exceed the maximum amount permitted by law. Lessor may apply any payment received from Lessee at any time against any obligation due and owing by Lessee under this Agreement.
(d) Current month fuel surcharge as quoted within the Lease Agreement is an estimate; the rate may adjust on the first of the month that the transportation services are performed.
(e) Lessee shall remit all payments to Lessor as instructed on the Lease Quote, unless otherwise directed by Lessor.

4. DELIVERY OF EQUIPMENT AND ACCEPTANCE. Upon delivery of the equipment, Lessee shall inspect and determine the acceptability of the Equipment. Lessee will have 48-hours from the time of delivery of the Equipment to notify Lessor in writing of any defects or deficiencies in the Equipment, which notice shall specify each defect or deficiency in the Equipment. If Lessor does not receive a timely written notice from Lessee before the expiration of such 48-hour period, Lessee is deemed to accept (“Acceptance”) the Equipment and to acknowledge that the Equipment is in good order and operating condition free of all Hazardous Materials regardless of use of the Equipment. Should Lessee discover any defects or deficiencies in the Equipment after the 48-hour period, Lessor reserves the right to charge a Trip Fee to correct said defect and/or deficiency. By using the Equipment, Lessee accepts the Equipment as free of defects, in good repair and working condition.

5. SETUP,SITE SUITABILITY; INSPECTION. Unless Lessor has agreed to install the Equipment per the Lease Quote, Lessee is responsible for the set-up of the Equipment, including providing the crane and licensed workers to properly install the Equipment. A Hunter Supervisor is required to be onsite while Customer completes set-up of the equipment. Lessee shall choose a firm, level site with minimum soil bearing pressure in the appropriate pounds per square foot (“PSF”) as determined by and in compliance with all local statutes, rules, ordinances, laws, building codes and regulations in the jurisdiction in which the Equipment will be located, and no more than a one inch per ten feet slope from one end to the other that is easily accessible by Lessor’s standard truck/delivery equipment to locate the Equipment and those products which are set upon/installed on the site. Lessee represents and warrants that the site is not a former landfill and Lessee has advised Lessor of any issues relating to the site or soil conditions which may impact the installation or settlement of the Equipment. Lessee shall own such site and/or have express legal authorization to locate the Equipment upon that same site. If Lessee does not own such site, Lessee agrees to keep the Equipment free and clear of all liens. Lessee warrants and represents that it has exercised due diligence and care in the selection of the location it has designated for the placing of the Equipment, and further agrees to give directions and supervise the placement of the Equipment. If Lessee fails to provide such a site, then Lessee shall pay Lessor for any reasonable additional delivery, site preparation, and return charges required to set up or return the Equipment. Lessee acknowledges and agrees that only Lessor’s standard setup is included within the Lease Agreement which may not be coded setup. Non-standard setup may be requested and would include, but is not limited to, additional blocking and leveling, site inspections, trans lift equipment, requests for additional setup by an inspector, piers and pads, at an additional cost. Lessee shall not alter the manner of installation of the Equipment or relocate the Equipment from its delivery location without the prior written consent of Lessor. Lessor assumes no liability nor offers any warranty for the fitness, adequacy of Lessee’s site or utilities available at the site. Lessee is solely responsible for the site selection and subsurface conditions, including compaction, determining and complying with appropriate PSF, and environmental conditions. Unless otherwise agreed in writing, Lessee is responsible for verifying the presence or absence of any underground utilities in the designated site location. Lessor shall not be liable for damaged unmarked utilities or any costs incurred for repairing or replacing the damaged property. Lessee must stake or mark the surface of the property to show the location. It is the Lessee’s responsibility to ensure that the utilities and personal property remain in place and reasonably visible until pick up is complete. Prices for delivery, installation, teardown, return delivery or other “one-time” charges, due dates for delivery or installation of Equipment, demobilization and return delivery assume accuracy of the information given to Lessor by Lessee with respect to site conditions and are subject to adjustment to the extent that the timing of or physical nature of access to the site is or becomes limited, the site does not have adequate load bearing or other topographic qualities or is otherwise not properly prepared, snow or water is not removed, utilities are not correctly located or properly disconnected, provision of utilities is not timely, applicable license or permits are not provided in a timely manner, or Lessee otherwise delays completion of Lessor’s work. LESSOR DOES NOT RECOMMEND OR SUPPORT THE STACKING OF MODULAR EQUIPMENT UNLESS YOU HAVE THE APPROVAL OF QUALIFIED ENGINEERING PROFESSIONALS, COMPLY WITH ALL OCCUPATIONAL SAFETY LAWS, AND OBTAIN ALL ZONING, BUILDING, AND OCCUPANCY PERMITS. NOTWITHSTANDING ANY EXPRESS TERMS TO THE CONTRARY, LESSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IF LESSEE STACKS MODULAR EQUIPMENT AT ITS OWN RISK AND WITHOUT LESSOR’S PERMISSION.

5.1 SETUP, SITE SUITABILITY AND INSPECTION BLAST RESISTANT MODULES. LESSEE UNDERSTANDS THAT SUCH PRODUCTS HAVE A BLAST RESISTANT RATING OF MEDIUM AND ARE BLAST RESISTANT NOT BLAST PROOF. LESSEE AGREES THAT IT IS SOLELY RESPONSIBLE AND LIABLE FOR CHOOSING THE PLACEMENT OF THE EQUIPMENT ON ITS SITE AND LESSEE AGREES THAT IT HAS PERFORMED WHATEVER INSPECTIONS AND OR ANALYSIS IT DEEMS NECESSARY TO DETERMINE WHETHER LESSOR’S BLAST RESISTANT PRODUCTS ARE SUFFICIENT FOR ITS USE AND PURPOSE.

6. USE AND MAINTENANCE. Lessee has the right to hold, use and enjoy the Equipment peaceably and quietly, subject to the terms and conditions of this Agreement. Lessee shall use the Equipment solely in the conduct of its business (and not for personal, household, family or farming use) and in a lawful manner. Lessee shall comply with all laws related to the use, operation, possession and maintenance of the Equipment, including obtaining all permits necessary for or related to the use and/or possession of the Equipment, and attaching any license plates, nameplates, decals or other markings required by law. Lessee agrees not to remove any existing nameplates or decals affixed to the Equipment. At all times during the term of this Agreement, Lessee shall keep the Equipment in safe, apparent good order and operating condition, ordinary wear and tear excepted, shall keep the Equipment properly ventilated and shall not knowingly allow, or permit any condition to exist that allows, standing water to accumulate in, on or under the Equipment. Damage, deterioration, or contamination of the Equipment due to water infiltration or exposure is not considered ordinary wear and tear. Lessee is solely responsible for damage due to settling. Lessee is solely responsible for routine maintenance, including but not limited to janitorial services, pest control, changing of HVAC filters, light bulbs, and ballasts, cleaning (by trained and qualified HVAC technicians only) the HVAC condenser and evaporator coils, refilling HVAC refrigerant, and removal of water, ice, and snow from and about the Equipment. During the Lease Term and any Extension Period thereof, Lessee is responsible for all non-capital, general maintenance and repairs that have arisen from Lessee’s negligence; provided that Lessee shall not make any changes or alterations to the Equipment without Lessor's prior written consent. Upon reasonable notice to the Lessee, Lessor has the right to inspect the Equipment at any time and if Lessor believes the Equipment to be misused, abused, or neglected, Lessor may, with written notice, declare the Lease Agreement in default and remove and repossess the Equipment at Lessee’s sole cost. If Lessee should require Equipment that meets certain local codes and/or ordinances, Lessee shall notify Lessor at the time the Equipment is ordered and, to the extent that Lessor can comply and agrees to do so in writing, Lessor shall include the additional cost for compliance and the agreed upon requirements in the Lease Agreement. Any special requests with requirements with respect to the Equipment shall be handled on a case-by-case basis. Lessor makes no representations as to the Equipment’s compliance with federal, state, municipal, or local building codes, zoning ordinances, rules, laws, or other types of regulations or use codes. Lessee agrees that the Equipment leased hereunder will not be occupied by any person other than Lessee, its agents, employees, or invitees, and will not be used for residential or dormitory purposes. The Equipment is and shall remain personal property. [For Equipment delivered in California: PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1938 LESSEE IS HEREBY NOTIFIED THAT THE EQUIPMENT LEASED HEREUNDER HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP).]

7. HAZARDOUS MATERIALS. Although the Equipment being delivered to Blast Zones which may be in proximity of Hazardous Materials (as defined herein), Lessee shall not use, manufacture, release, store, dispose of, or otherwise have present any Hazardous Materials in, on, or under, unless Lessor shall have first consented in writing to such use, manufacture, release, storage, disposal of, or presence of such Hazardous Materials by Lessee and such Hazardous Materials are used, stored, manufactured, disposed of or otherwise present in accordance with all applicable laws. The term "Hazardous Materials" shall mean any explosives, flammable substances, radioactive materials, asbestos in any form, paint containing lead, materials containing urea, formaldehyde, polychlorinated biphenyls, oil, petroleum products or byproducts, or any other hazardous, toxic, dangerous or otherwise regulated substances, wastes, pollutants, contaminants, materials, or biological substances (including fungi, bacteria, mold and microbial matter of any kind) whether having such characteristics in fact or defined as such under federal, state, or local laws or regulations and any amendments thereto, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9061 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1802 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substance Control Act of 1976, as amended, §§ 2601 et seq., the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the National Environmental Policy Act, 42 U.S.C. Section 4321, the Safe Drinking Water Act, 42 U.S.C. Sections 300F, et seq., and the Environmental Protection Agency and Occupational Safety and Health Administration regulations pertaining to asbestos. Ordinary wear and tear does not include damage, contamination, or deterioration to the Equipment related to Hazardous Materials. Lessee is and shall remain responsible for returning the Equipment free of any and all Hazardous Materials. Upon return of the Equipment, if it is determined that the Equipment is contaminated, Lessee shall pay for decontamination of the Equipment, restoring the Equipment to its condition when delivered. If it is determined that the Equipment cannot be decontaminated, the Equipment shall be determined a Total Loss and Lessee assumes full responsibility for the Equipment, including disposal thereof, and shall pay the Lessor the Replacement Value as set forth on the Lease Order and Agreement plus all applicable taxes.

8. FEES; TAXES AND PERMITS. Lessee shall pay Lessor any additional monthly property tax and license fee surcharges specified on the Lease Agreement. Lessee shall be solely liable for any and all (i) sales and use, gross receipts, transaction privilege, value added, goods and services, and similar taxes (“Sales Taxes”), (ii) ad valorem, real property, and personal property taxes (“Property Taxes”), and (iii) related 3rd party fees and expenses (“Fees”). Lessee shall reimburse Lessor for all sales, use, and fees, charges, assessments or reasonable expenses imposed by any government or taxing authority related to the Equipment, its value, use, possession, operation, transport or Rental Payments paid hereunder (except for Lessor's income taxes). Lessee shall also obtain at Lessee's cost and expense all licenses, permits, nameplates, decals or other markings necessary to comply with any federal, state or local laws or regulations. Lessee agrees to cooperate fully with Lessor in (a) preparing a return, (b) filing, reporting and/or paying all such taxes, fees and assessments and (c) preparing, filing or renewing all such licenses and permits.

9. LIENS. Lessee agrees, at its sole cost and expense, to keep the Equipment free and clear of and from all claims, liens, security interests, encumbrances and attachments ("Liens"). Other than such Liens granted by Lessor ("Permitted Liens"), Lessee represents and warrants to Lessor that the Equipment is free and clear of all Liens, at the commencement of this Agreement and shall return the Equipment to Lessor free and clear of all Liens, other than Permitted Liens. In order to secure the prompt payment and performance as and when due of all obligations and liabilities of Lessee to Lessor under this Agreement, Lessee hereby grants to Lessor a security interest in Lessee's interest in the Equipment, and all additions, parts, repairs, accessions and attachments thereto, substitutions and replacements therefor, and proceeds (including insurance proceeds) thereof. Lessee authorizes Lessor to take any actions necessary to perfect Lessor's security interest in the Equipment, including, but not limited to, the filing of any financing statement or other documents, with Lessee's signature. Lessor shall provide Lessee with a copy of any such financing statements or documents so prepared and/or filed upon Lessee's request.

10. INDEMNITY. Lessee agrees to indemnify, defend, and hold harmless Lessor, its officers, directors, managers, employees, agents, independent contractors, affiliates, successors and assigns, from and against any and all losses, claims (including third party claims), damages, reasonable costs, and reasonable expenses, including, without limitation, reasonable attorneys' fees and expenses and the reasonable costs of any repair, clean-up, detoxification, abatement or remediation, resulting from: (a) any loss or damage to the Equipment and any part or component thereof while in the possession or control of the Lessee as limited herein; (b) the death of, injury to, illness of, or damage to the property of, any person or party related to or arising out of the delivery, installation, use, misuse, lease, possession, condition, return, repossession, relocation or malfunction of the Equipment; (c) Lessee's breach of any covenant of this Agreement, including the failure to use or maintain the Equipment as agreed to herein or to maintain the Equipment free of all Liens (other than Permitted Liens); and (d) the existence, use, manufacture, storage, release or disposal of Hazardous Materials by Lessee or other third parties in, on, under, or near the Equipment. Lessee shall give Lessor immediate notice of any claim or liability against which Lessor is indemnified hereby.

11. LOSS AND DAMAGE. Lessee assumes the risk of all loss and damage to the Equipment, from the date of delivery if Lessor is delivering Equipment, from all causes, including loss of use, except to the extent cause arises from Lessor’s negligence. If the Equipment and/or Ancillary Products are destroyed, damaged beyond repair, lost, stolen, not returned to or not repossessed by Lessor, Lessee shall be liable for the replacement value of the Equipment as well as any Ancillary Products plus applicable taxes. Upon the occurrence of the actual or constructive total loss of the Equipment, to such an extent as to make the repair thereof uneconomical or unfit for normal use (as the Lessor may determine in its reasonable discretion), then the Lessor may, at its reasonable option, declare the Equipment a "Total Loss." In the event of a Total Loss, Lessee shall pay Lessor within 90 days of the written notice of a Total Loss, the undisputed Equipment Value as set forth on the Lease Agreement, the value of all destroyed Ancillary Products, and applicable taxes less all insurance proceeds actually paid and/or assigned to Lessor as of such date in respect of the Equipment declared a Total Loss from insurance maintained by Lessee (the "Total Loss Amount"). The Equipment Value as set forth on the Lease Agreement does not include the value of Ancillary Products. Upon receipt of the Total Loss Amount, the Lessee's lease obligation will terminate and Lessor will transfer title to the Equipment to the Lessee. In the event of loss or damage to the Equipment which Lessor does not declare a Total Loss, Lessee, at its cost and expense as limited herein, shall pay or reimburse Lessor, to the extent Lessor has not been paid or reimbursed from insurance maintained by Lessee, for the reasonable repair of such damage to the condition required by this Agreement as directed by the Lessor in a written notice to Lessee. Payments pursuant to the foregoing sentence shall be due and payable within 30 days of receipt of Lessor’s invoice for such repairs. Any loss or damage to the Equipment shall not reduce or otherwise abate Lessee's obligation to pay all Rental Payments when due, except as otherwise provided in this Agreement. Moreover, Lessee's obligations to pay Lessor amounts pursuant to this Section 11 shall be binding upon Lessee in accordance with the terms hereof notwithstanding if, when or to what extent (if at all) Lessee may receive, or otherwise be determined by the insurer to be entitled to receive, any insurance proceeds or other benefits in respect of the Equipment or any loss or damage thereof under insurance maintained by Lessee. In no event shall Lessee be held liable for any indirect, consequential or special damages of any kind arising out of or in connection with any damage or loss of Equipment.

12. INSURANCE. Lessee’s responsibility for the Equipment begins immediately upon delivery of the Equipment to Lessee’s site. Lessee, at its sole cost and expense, shall obtain and keep in force during the entire Lease Term and any Extension Period thereof, commencing on the Delivery Date the following insurance coverages:
  (a) Commercial General Liability Insurance
     i. Must be carried with at least the following limits of liability:

  • General Aggregate $2,000,000
  • Products-Completed Operations Aggregate $2,000,000
  • Personal & Advertising Injury $1,000,000
  • Each Occurrence $1,000,000
  • Fire Damage Legal Liability $50,000
  • Medical Expense $5,000
     ii. Commercial General Liability must include the following Required Endorsements:
  • Additional Insured status in favor of Company and any other party as required by Company.
  • Primary and non-contributory endorsement.
  • Waiver of Subrogation in favor of additional insured parties iii. Prohibited Exclusionary Endorsements:
  • Contractual Liability
(b) Workers’ Compensation Insurance.
i. Worker's Compensation as required by applicable State Law for all of the Lessee’s or Lessee’s Vendor's employees and Employer’s Liability Insurance with the following limits:
  • Workers’ Compensation Coverage Statutory Coverage as required by the State in (Coverage A) which the job is located.
  • Employer's Liability Coverage:
    • $500,000 Limit of Liability Each Accident
    • $500,000 Disease-Policy Limit
ii. A Waiver of Subrogation is required in favor of the additional insured parties.
iii. Employers Liability/Stop Gap Liability if work is performed in the State of Washington, Wyoming, Ohio, North Dakota or the Commonwealth of Puerto Rico. iv. $500,000 Disease-Each Employee
(c) If Customer is setting up the Equipment, or at any time has the Equipment on an automobile under its control the following shall be required: Automobile Liability Insurance. Business Auto Policies are required to have:
i. Any Auto or Owned, Non-Owned and Hired Automobile Coverage. Bodily Injury and Property $1,000,000 Combined Single Limit
(d) Umbrella liability insurance. Commercial Umbrella/Excess Liability Insurance for bodily injury and property damage liability must sit over Vendor’s primary Employer’s Liability, Commercial General Liability and Commercial Automobile Liability with limits of:
i. $1,000,000 each occurrence and aggregate.
ii. All coverages and terms required under the Commercial General Liability, Automobile Liability and Employer’s Liability must be included on the Excess/Umbrella Liability policy. Lessee’s Excess/Umbrella Liability Policy shall provide liability coverage, subject to the terms and conditions of the policy, in excess of all available underlying coverage before any primary or excess coverage held by any Additional Insured.
(e) Property insurance in an amount equal to 100% of the Equipment Value, as set forth on the Lease Quote/Order and Agreement, providing protection against all perils included within the classification and special extended perils. Lessor shall be listed as loss payee. Placement of this coverage shall not be construed to relieve or waive Lessee’s responsibility for damage to the unit.
(f) The above “Required Insurance” shall be issued by insurance companies satisfactory to Lessor. Such insurance shall be primary, and any other coverage carried by the Lessor shall be excess and non-contributory. Within 10 days after the Delivery Date, Lessee shall provide Lessor with Certificates of Insurance evidencing that the Required Insurance is in effect and naming Lessor as Certificate Holder, Loss Payee (for property insurance) and Additional Insured (for General, Automobile and Umbrella Liability) and requiring Lessor to be provided with 30 days prior written notice of any cancellation. Certificate Holder shall be named as Hunter Leasing LP and its parents and subsidiaries. Any proceeds of such Required Insurance, whether paid by reason of loss, damage, return of premium or otherwise, shall be paid to Lessor and shall, as determined by the Lessor in its reasonable discretion, be applied to the repair or replacement of the Equipment as limited herein or payment of all obligations due under this Agreement.
(g) Please only send Lessor an electronic copy of your Certificate of Insurance as instructed on the Lease Quote. Please do not mail in hard copies.
(h) Approval, disapproval or failure to act by Lessor regarding any insurance supplied by the Lessee shall not relieve the Lessee of full responsibility or liability for damages and accidents. Neither shall the bankruptcy, insolvency or denial of liability by the insurance company exonerate the Lessee from liability. No Special payments shall be made for any insurance that the Lessee may be required to carry; all are included in the contract price.

13. LIMITATION OF LIABILITY. Lessee agrees and understands that use of the Equipment under this Agreement shall be undertaken by it at its sole risk and that except to the extent of Lessor’s breach of contract, negligence or fault, Lessor shall not be liable to Lessee for any claims, demands, injuries, damages, actions or causes of action, for injuries and damages to Lessee’s own personnel and property, and the personnel and property of others. Lessee’s exclusive remedies for Lessor’s breach, negligence or fault are limited to those set forth in this Lease Agreement. Lessee agrees that under no circumstances shall Lessor’s liability exceed the total rental amount for the Minimum Lease Term (excluding taxes). NOTWITHSTANDING ANY OTHER PROVISION HEREIN, LESSOR SHALL HAVE NO LIABILITY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION LOST USE, PROFITS, OR BUSINESS OPPORTUNITIES, ARISING FROM THIS LEASE AGREEMENT, THE EQUIPMENT, THE WRITTEN WARRANTY, OR ANY OTHER CAUSE OR FACTOR.

14. DEFAULTS AND REMEDIES. Lessee shall be deemed to be in default hereunder upon the occurrence of any of the following events ("Events of Default'): (i) Lessee shall fail to make any Rental Payment or any other payment due hereunder no later than five business days after written notice or cure; (ii) Lessee shall not perform or observe any other term, covenant, or condition of this Agreement; (iii) Lessee shall have abandoned the Equipment; (iv) Lessee shall become the subject of any bankruptcy or insolvency proceedings (whether voluntary or involuntary) under any federal or state law; (v) any representation or warranty of Lessee shall have been untrue in any material respect when made, or any material information submitted by Lessee to Lessor shall be knowingly false or misleading in any material respect; or (vi) Lessee shall have defaulted under any other agreement with Lessor. Upon the occurrence of an Event of Default, Lessor, at its reasonable option, may declare this Agreement to be in default, and thereafter may exercise any one or more of the following remedies: (i) declare the entire unpaid balance of Rental Payments for the Lease Term and all other unpaid Rental Payments, fees, taxes, and charges, immediately due and payable; (ii) repossess, retake and/or retain the Equipment, free of all rights and claims of Lessee without written notice and without legal process or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (iii) cancel this Agreement; and/or (iv) exercise any other right or remedy available to Lessor at law or in equity as limited herein. Lessor's waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Agreement Lessee shall pay all of Lessor's reasonable out of pocket costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, including reasonable court costs, incurred by reason of any Event of Default. No right or remedy referred to herein is intended to be exclusive, and each may be exercised concurrently or separately and from time to time. If Lessor shall repossess or retake the Equipment, and there shall be in or attached to such Equipment any property owned by, or in the custody or control of Lessee, then Lessor is hereby authorized to take possession of such property. If any such property is not claimed and taken by Lessee within 10 business days after Lessor repossesses or retakes the Equipment, such property will be deemed abandoned by Lessee, and Lessor shall have the right to dispose of any such items, subject to applicable law.

15. RETURN OF EQUIPMENT, PREPAYMENTAND DEPOSITS. Lessee shall notify Lessor in writing at least ten (10) business days prior to the date Lessee intends to surrender or otherwise return the Equipment to Lessor. Lessee acknowledges and agrees that all amounts for Final Charges set forth on the Lease Agreement are estimated and that the Final Charges shall be billed at the rates then in effect on the date of surrender. Upon the expiration, termination or cancellation of this Agreement, Lessee shall either make the Equipment available to Lessor, without impediment, (including, but not limited to, ramps, steps, and/or landscaping added by parties other than Lessor) at the Delivery Address shown in the Lease Agreement or any other address to which Lessor has previously provided written approval of relocation of the Equipment or shall deliver the Equipment back to the Lessor at the specified location. Any impediment to pick-up of the Equipment may result in additional charges to Lessee. Lessee shall return the Equipment to Lessor in in good order and operating condition, reasonable ordinary wear and tear excepted. Lessee shall pay Lessor for all missing or damaged tires, axles, or hitches. Termination will become effective only when the Equipment has been returned to Lessor as herein provided and Lessee has paid Lessor all unpaid rental and other charges applicable to the Equipment. Lessee agrees that upon the expiration, termination, repossession, or cancellation of this Agreement, Lessee shall, at its sole cost and expense, disconnect all utilities connected to the Equipment, remove all of Lessee’s personal property, remove all impediments, and vacate the Equipment so that the Equipment can be returned to Lessor, leaving the Ancillary Products intact and readily accessible. If Lessee has pre-paid any Rental Payments and/or Final Charges (“Prepayment”), Lessee acknowledges and agrees that these amounts are an estimate only. Any Prepayment funds will be applied to the total balance due upon lease termination. Lessee agrees to pay Lessor any balance due and owing after Prepayment funds have been applied. Lessee hereby consents to entry by the Lessor or its agents upon the premises where the Equipment may be located for the purposes of returning or repossessing the Equipment. Lessee shall provide clear unobstructed site ingress and egress, so as not to impede the delivery, installation, and removal of the Equipment. Lessee warrants that there are adequate roadways to the site, and that there are no obstructions either going to or located on the site. Unless provided otherwise herein, there will be a reasonable additional charge to Lessee, if Lessor must supply a crane, trans lift or other special or heavy equipment for the placement, setup, and/or removal of Equipment. Any accessories and additions to the Equipment not removed prior to repossession shall be deemed to be part of the Equipment and the property of Lessor. Lessee shall reimburse Lessor for any and all Return Maintenance, and for otherwise restoring the Equipment to good order and operating condition, ordinary wear and tear excepted. For purposes of this Section 15, “Return Maintenance” includes, but is not limited to, cleaning all toilets, sinks, walls (both interior and exterior), doors, vents, windows and window sills, mirrors, ceiling, light lenses and fan covers, floors (including waxing), general plumbing service, and general carpet cleaning. Damage to the Equipment is not included in Return Maintenance and may be an additional charge. Nothing set forth in this Section 15 shall limit Lessee's liabilities, or excuse Lessee from its obligations, under Sections 2 and 3 of this Agreement. Lessor may apply the funds comprising "Deposits" described on the Lease Agreement towards all amounts due under this Agreement. If Lessee performs all its obligations under this Agreement, any "Security Deposit" identified on the Lease Agreement (excluding Deposits for freight, dismantling costs, advance Rental Payments, any taxes or other deposits identified on the Lease Order and Agreement) shall be returned to Lessee after the expiration, termination or cancellation of this Agreement. Lessor will not pay Lessee interest on any Deposits.

16. LIMITED WARRANTY. Lessor will repair structural or mechanical defects in the Equipment (excluding HVAC filters, fuses, light bulbs or other ordinary course repairs or maintenance) other than any conditions or defects arising from or relating to misuse of the Equipment or excessive wear and tear. Lessee acknowledges that Lessor is not the manufacturer of the Equipment. Lessor shall be given notice from Lessee of at least ten (10) days after any defect is found to cure the defect in the Equipment and shall thereafter have 10 days to remedy the defect. Lessor shall have the exclusive and reasonable first decision in deciding the remedy to cure the defect. The liability of Lessor shall be limited solely to the repairing of structural or mechanical defects in the Modular Equipment. Lessor shall have no liability for the repair of any defect or condition resulting from Lessee’s relocation of the Modular Equipment, use of the Modular Equipment for a purpose for which it was not intended, vandalism, failure to properly maintain the HVAC system and/or failure to provide timely notice to Lessor. The repair of the Modular Equipment by Lessor due to a defect or condition resulting from any of the preceding causes shall result in additional charges to Lessee. LESSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING IN RELATION TO LESSOR’S LIMITED WARRANTY, OR ANY REPAIRS PERFORMED PURSUANT TO THE LIMITED WARRANTY, LOSS OF SALES/PROFITS, AND ANY COSTS OR EXPENSES RELATED TO ANY DEFECT, CONDITION OR REPAIR OF THE EQUIPMENT OR ITS DELIVERY LOCATION. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 16, LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT AND ANY REPAIR OR MAINTENANCE THEREOF PERFORMED BY LESSOR AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

17. ASSIGNMENT. LESSEE SHALL NOT ASSIGN THIS AGREEMENT OR SUBLET THE EQUIPMENT WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD. This Agreement shall be binding upon any permitted assignee or successor of Lessee. Lessor may assign at any time any or all of its rights, obligations, title and interest hereunder, to anyone (an "Assignee") without notice to Lessee After receiving notice of any such assignment, Lessee will pay to Assignee when due, the Rental Payments, and any other undisputed payments that thereafter will become due to Lessor hereunder. Lessee agrees that any grant of a security interest or assignment or transfer by Lessor shall not materially change Lessee's duties or obligations under this Agreement, nor materially increase the burdens or risks imposed on Lessee. Lessee agrees that its rights under this Agreement are subordinate to the Liens granted by Lessor or any affiliate of Lessor. Lessee agrees to execute such documents as may be reasonably necessary to confirm such subordination within 10 days of its receipt of a written request therefor from Lessor. Any Assignee may reassign the rights and interests assigned to it with the same effect as the original assignment, and after an assignment (whether by Lessor or any Assignee), the assignor shall have no liability for the obligations of its assignee which arise subsequent to the assignment.

18. DISPUTE RESOLUTION. The parties shall settle all disputes, claims or matters (collectively, "Disputes") arising under this Agreement, other than Disputes arising from or relating to an Event of Default or an Event of Default alleged by Lessor and the rights or remedies of the parties in connection therewith (each, an "Event of Default Dispute"), by means of negotiations between employees of the parties responsible for the parties' day-to-day relationship. If any Dispute (other than an Event of Default Dispute) should arise between the parties that cannot be resolved in such manner, before resorting to any other legal remedy (other than provisional equitable remedies such as temporary injunction or restraining order), the parties may attempt in good faith to resolve any such Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. The mediation shall take place in a mutually determined location before a single mediator. The parties shall attempt to resolve each Dispute submitted to mediation for at least 20 business days from the date of the mediator's selection. The time period for mediation shall be extended automatically past the initial 20 business days until one party notifies the other in writing of an impasse, after which either party may file suit in any court of competent jurisdiction. If there shall be any Event of Default Dispute, the either party shall be entitled to exercise all rights and remedies available to it under this Agreement or at law or in equity.

19. JURISDICTION; JURY TRIAL WAIVER. Both parties hereby consent and submit to the jurisdiction of the state where either party’s principal place of business is located for purposes of enforcing this Agreement. The Parties agree that the laws of the State of Texas, jurisdiction of Harris County shall govern without regard to choice of law provisions. LESSEE AND LESSOR WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, REGARDLESS OF THE LOCATION OF THE EQUIPMENT

20. MISCELLANEOUS.
(a) Time is of the essence with respect to the performance of this Agreement.
(b) These Terms and Conditions of Equipment Lease are the Terms and Conditions of Equipment Lease referenced in the Lease Agreement. To the extent that the provisions on the Lease Order and Agreement shall conflict with these Terms and Conditions, the provisions on the Lease Order and Agreement shall govern.
(c) If any provision of this Agreement is deemed unenforceable for any reason, then such provision shall be deemed stricken and shall not affect the enforceability of any of its other provisions.
(d) The obligations of Lessee under Sections 3. (RENT; RENTAL INCREASES; LATE CHARGES), 8. (FEES; TAXES AND PERMITS), 9. (LIENS), 10. (INDEMNITY), 11. (LOSS AND DAMAGE), 12. (INSURANCE), 13. (LIMITATION OF LIABILITY), 16. (LIMITED WARRANTY) which accrue upon execution of this Lease Agreement, shall survive the expiration or termination of this Agreement
(e).All notices shall be deemed given upon confirmation of receipt or transmission (whether automatic or manual) after sent by facsimile or other electronic transmission or within five business days after deposited in the mail, postage prepaid, by registered or certified mail to the address of the party set forth on the Lease Order and Agreement, unless such party has given notice to the other that its address has changed.
(f) Privacy Notice – Lessor shall have the right to share the Lessee’s personal information such as business name, geographical location, contact information, business size, and business type with any of its affiliates and vendors for any business purposes. Lessor may also share Lessee’s information to any nonaffiliated third party(ies) for the purposes of marketing communications. Lessee has thirty (30) days from the date of the signed Lease Agreement to contact Lessor to limit the sharing of their information by contacting the email address provided on the Lease Quote.

21. EEOC COMPLIANCE. Lessor is an Equal Opportunity Employer and complies with all EEOC and affirmative action regulations. Lessor requires that its vendors and subcontractors do the same. All Lessees shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

22. CONTROLLING AND ENTIRE AGREEMENT. The terms and conditions of this Agreement reflect the entire Agreement between the parties with respect to its subject matter. It is expressly understood and agreed that the Lessee and Lessor may have entered or may enter into other contracts, lease agreements, purchase orders, service agreements, or understandings with each other (“Other Contracts”). All Other Contracts, other oral or written agreements, understandings, conditions, warranties, or representations with respect to the subject matter of this Agreement are superseded hereby, whether executed prior to or subsequent to execution of this Agreement. No subsequent alteration, amendment, modification, or addition to this Agreement made by Lessee shall be binding upon the parties unless reduced in writing and signed by an authorized representative of both Lessor and Lessee. Lessor may amend these terms and conditions from time-to-time and such amended terms shall be effective thirty (30) days after notice is provided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, such terms shall be deemed to take precedence. Any acknowledgement, purchase order or other communication issued by Lessee in connection with this Agreement shall be construed for record and accounting purposes only. Any terms and conditions stated in such communication shall NOT BE APPLICABLE to this Agreement and shall not be considered to be a provision or term of this Agreement. Trade language, custom, and/or usage are superseded by this Agreement and shall not be applicable in the interpretation of this Agreement. Should any requirement or provision of this Agreement conflict with any other requirement or provision, it is the Lessee’s responsibility to give the Lessor prompt written notice of such conflict for resolution, otherwise, this Agreement shall continue to supersede.

23. FORCE MAJEURE.
(a) Lessor and Lessee are each excused from performance of the affected part of an obligation of the Agreement while performance is prevented by a FORCE MAJEURE EVENT unless the event was contributed to by the fault of the party or was due to circumstances that could have been avoided or mitigated by the exercise of reasonable diligence.
(b) Only the following shall be considered FORCE MAJEURE EVENTS:
(i) riots, wars, blockades, or threats or acts of sabotage or terrorism;
(ii) earthquakes, floods, fires, named hurricanes or cyclones, tidal waves, or tornadoes;
(iii) radioactive contamination, epidemics, pandemic, maritime or aviation disasters;
(iv) strikes or labor disputes at a national or regional level or involving labor not forming part of Lessor or Lessee, which materially impair the ability of the party claiming force majeure to perform the Agreement;
(v) government sanctions, embargoes, mandates, or laws, that prevent performance;
(vi) except as expressly provided otherwise in the Agreement, inability of a party to timely obtain licenses, permits, or authorities consents required for performance; or
(vii) nonperformance of a party’s subcontractor where the subcontractor has been or is affected by one of the above FORCE MAJEURE EVENTS. However, performance will only be excused under this sub-paragraph if the parties to the Agreement agree that substitute performance by another subcontractor is impracticable under the circumstances.
(c) A party whose performance is delayed or prevented will use reasonable endeavors to notify the other party and mitigate the effects of any FORCE MAJEURE.
(d) Lessor may terminate the Agreement or part of the Scope if any FORCE MAJEURE EVENT results in a delay that exceeds ninety (90) consecutive or one hundred and eighty (180) cumulative days.