General Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR EQUIPMENT LEASES

Lessor and Lessee have entered into and/or anticipate entering into one or more lease transactions of certain intermodal shipping Equipment, including but not limited to 20’ and 40’ dry van, open top, flat rack, refrigerated and other specialized shipping Equipment (individually and collectively, the “Equipment”), in each case pursuant to an arrangement whereby such lease transaction will be governed by these General Terms and Conditions and one or more schedules (each, a “Lease Schedule”) containing the specific commercial terms and conditions relating to a particular lease of Equipment (these General Terms and Conditions and any Lease Schedules from time to time entered into by the parties are referred to herein collectively as the “Lease Agreement.”)

1. DELIVERY OF EQUIPMENT

Upon each delivery to Lessee of Equipment, Lessor (or its authorized depot) and Lessee (or its authorized agent) shall inspect the Equipment and shall execute Lessor's Equipment Condition Report ("CCR") for each Equipment, specifying the condition of the Equipment at the time of delivery to and receipt by Lessee. Execution of the outbound CCR by Lessor and Lessee (or their designated agents) shall constitute conclusive evidence of delivery of the Equipment to Lessee; the condition of the Equipment at the time of delivery to Lessee; and acceptance of the Equipment in such condition by Lessee. Upon execution of a Schedule to this Agreement, the Equipment covered by such Schedule shall become subject to all of the terms and conditions of the Lease Agreement. All Equipment shall be deemed to have been received by Lessee in good condition, unless otherwise expressly noted on a CCR executed by Lessor and Lessee at the time of Lessee's receipt of the Equipment from Lessor.
Lessee agrees, upon expiration or termination of the applicable Lease Schedule, to perform at its own sole cost and expense any testing and repairs required so that the affected Equipment meet the then applicable Institute of International Container Lessors (“IICL”) standard, or the then applicable standard of any successor organization, and if none, the last applicable IICL standard, and to execute a CCR jointly with Lessor's representative upon the return of the Equipment identifying and acknowledging any changes in the condition of the Equipment subsequent to their delivery to Lessee.

2. RENTAL AND OTHER CHARGES

Lessee agrees to pay rent for the Equipment to Lessor at such rates as are agreed to between the parties and set forth in each applicable Lease Schedule. Unless otherwise agreed to in the applicable Lease Schedule, rent shall commence on and be charged to Lessee beginning on and including the day the Equipment are delivered to and/or interchanged to Lessee and shall continue to be charged to Lessee up through and including the day on which such Equipment are redelivered to Lessor pursuant to Section 6 hereof.
Lessee shall pay to Lessor (or to a Lessor depot if directed by Lessor) any handling, lift-on/lift-off/drop-off charges, and inspection charges set forth in the applicable Lease Schedule. In addition to the foregoing, Lessee shall be responsible for all charges for any other handling services (such as lift on/lift off charges for loading on or off of rail cars and barges, etc.) that are performed at the depot and are subject to additional charges. All service charges imposed by any bank or other organization in connection with payment to Lessor of any charges due under the Lease Agreement or under any Lease Schedule shall be for the account of Lessee. Lessee shall reimburse Lessor for any costs or expenses Lessor may incur due to the failure of Lessee to pay any of the foregoing costs and charges.
Lessor will bill Lessee monthly in U.S. dollars for rent and other charges owed by Lessee under the Lease Agreement at the address specified in the applicable Lease Schedule. Lessee agrees to pay Lessor invoices in full, without deduction, by wire transfer to Lessor’s designated account within 45 days of the receipt of an invoice. In the event any of Lessor's invoices are not paid when due, Lessor may, without prejudice to any other remedy available to it by contract, at law, or otherwise, charge a service charge at the rate of 1-1/2% per month, or the highest legal rate on the unpaid balances until they are paid in full, which charges shall constitute additional rent under the Lease Agreement.

3. USE AND OPERATION OF EQUIPMENT

Lessee shall use the Equipment properly and always in accordance with good operating practices and so as to comply with all pre-trip procedures, loading limitations, handling procedures, periodic service and operating instructions prescribed by the Equipment’s manufacturer and Lessor from time to time, including but not limited to the latest applicable Regulations of the International Organization of Standardization (“ISO”) and any applicable local regulations. Lessee shall prevent usage of the Equipment which may reasonably be expected to damage or shorten the life of the Equipment including, but not limited to, excessive impact and unbalanced loading, whether by Lessee or any third party. Lessee shall not use the Equipment for storage or transportation of corrosive substances, hazardous materials, hazardous wastes, poorly secured materials, or commodities which may corrode, oxidize, severely dent, puncture, contaminate or stain, or other goods which may otherwise damage the Equipment.
Lessee shall, at its own cost, expense and risk, comply with all rules and practices of ports, depots, storage areas and transportation companies consistent with the other requirements of this Section 3, or any supervening national or international law or regulation applicable to the Lease Agreement.
All Equipment leased hereunder shall be used solely in international trade, or uses incidental thereto.
Receipt or delivery of Equipment, execution of a CCR, or any other act by an agent or employee of, or independent contractor engaged by, Lessee shall be deemed to be the act of Lessee and be binding upon Lessee.
Lessee will maintain tracking records showing the location of all Equipment at all times and will, upon Lessor's request, promptly provide such records to Lessor and advise Lessor in writing of the location of the Equipment.

4. COMPLIANCE WITH LAWS

Lessee, its assigns and its agents, shall, at its expense, comply with all local, national, international, and other laws, regulations, ordinances or orders which are applicable to either or both of the parties hereto and in any way affect the Equipment or their use, operation, maintenance, inspection, possession or storage including, without limitation, those pertaining to foreign export, licensing and registration, job safety, health, fire, environmental, zoning, law enforcement, trade sanction, nuisance, and other public considerations, and all rules and practices of ports, depots, storage areas and transportation companies. Lessor shall have no responsibility for compliance with any such laws, regulations, ordinances, orders, rules or practices.
Lessee shall not use or permit the use of any Equipment in any illegal trade or business or in carrying illegal or prohibited goods or contraband or in any manner whatsoever that might render such Equipment liable to condemnation, destruction, seizure or confiscation, or render Lessor or any Indemnitee (as defined in Section 12 hereof) liable to civil or criminal sanction in any jurisdiction and under any local, national, or international law.
Lessor shall supply Equipment to Lessee that comply in all material respects with the rules and standards of the International Convention for Safe Equipment ("CSC"), as applicable. Equipment covered by CSC shall have affixed CSC plates with an Approved Continuous Examination Program (“ACEP”) mark. Lessee shall have and shall exercise all of Lessor's responsibilities under the CSC including, without limitation, plating (design-type approval to be obtained and plates to be provided by Lessor), maintenance, examination, re-examination and marking of applicable Equipment. Such examination or re-examination shall be performed in accordance with the Rules and Regulations for the Safety Approval of Cargo Equipment of the United States Department of Transportation.
Lessee shall comply with the Customs Conventions on Equipment, 1956 and 1972, including, all obligations of the operator relating to temporary admission, transport of goods under customs seal, maintenance of records and reporting to governmental or other authorities.
Lessee shall pay all duties, fines and penalties arising out of its use of the Equipment including without limitation, any duties, fines or penalties under the customs and trade laws and regulations of local, national, and international governments and agencies imposed on the Equipment or the Lease Agreement subsequent to delivery to Lessee and prior to redelivery to Lessor.
Lessee shall have no liability for taxes imposed on or measured by the net income of Lessor. Lessee shall be liable for all other taxes, fees and assessments due, imposed, assessed or levied against any Equipment or the Lease Agreement (or any rentals or receipts thereunder), including, without limitation, all license and registration fees, and all withholding, sales, use, excise, gross receipts, franchise, stamp or other taxes, imposts, customs, duties and charges, together with any penalties, fines or interest thereon (all hereinafter called “Taxes”). Lessee agrees that, with respect to any payment or indemnity to or for the benefit of Lessor, Lessee’s indemnity obligation shall include the payment of an amount necessary to hold Lessor harmless on a net after tax basis from all taxes required to be paid by Lessor with respect to such payment or indemnity.
All of Lessor’s rights, privileges and indemnities contained in this Section 4 shall survive the expiration or other termination of the Lease Agreement and the rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its successors and assigns.

5. MAINTENANCE AND REPAIR OF EQUIPMENT

Lessee shall, at its sole cost and expense, maintain the Equipment in good repair and safe operating condition. Such maintenance shall include but not be limited to the replacement of all badly worn or broken parts with new parts of equivalent design, quality and material, as well as the abrasive cleaning, priming and top coating of all corroded areas on a routine, as needed basis. Lessee shall be responsible for cleaning of Equipment contaminated by cargo and for removal of all debris and shoring from Equipment leased hereunder prior to its return to Lessor. Lessee agrees that Lessor has no responsibility for such repairs or related inspections. To the extent applicable, at Lessee’s request, Lessor shall assign to Lessee, for a period not extending beyond the term of the Lease Agreement, all warranties or guarantees, if any, provided by any manufacturer, contractor or vendor relating to the construction or condition of the Equipment.
Lessee shall ensure that all maintenance and repair work is carried out by suitably skilled labor and under competent supervision and (where applicable) by the use of components or parts and materials of a standard and type equivalent to the original. Lessee shall be liable for any repairs wrongly made or of a quality inferior to Lessor's minimum acceptable standards, or other than as set forth in the Repair Manuals issued from time to time by the IICL. Any replacements made by Lessee of any parts of, or upon, any Equipment shall be considered accessions to such Equipment and title thereto shall vest immediately in Lessor, without cost or expense to Lessor, but the parts replaced thereby shall no longer be the property of Lessor. Lessee is soley responsible to ensure that all necessary repairs are performed on the Equipment prior to recontinuing use of the Equipment.
Lessee shall upon reasonable notice permit Lessor or its representatives or agents to conduct field inspections of the Equipment.
The Equipment are identified by registered prefixes and appropriate serial numbers, which Lessee agrees not to change or obliterate. Lessee shall keep Lessor's identification marks, Lessor's logo, and the color of the Equipment in good and clean condition and shall not cause or permit the same to be deleted, altered or supplemented in any way, except with the written consent of Lessor in its sole discretion.
Lessee shall not, without Lessor's prior written consent, make or permit any changes, alterations, or improvements in or to the Equipment or remove any parts, accessories, or attachments from the Equipment. Equipment returned with accessories, attachments, or other items missing will continue to be considered as rented, and the full rent on that Equipment shall continue to be payable, until the missing items are returned or replacement cost or damages are paid.
Subject to the foregoing and all of the other terms and conditions of the applicable Lease Schedule, Lessee shall be entitled to use of each Equipment and to operate the same at any time and for any period of time at the convenience of Lessee, and Lessee may use each Equipment for such purposes and functions as it may deem necessary or convenient, but in all cases subject and consistent to the terms of the Lease Agreement.

6. RETURN OF EQUIPMENT

Upon expiration or early termination of the Lease Agreement, Lessee shall return all Equipment to Lessor designated depots within one of the redelivery locations set forth in the applicable Lease Schedule or amendment thereto. Lessor may close any redelivery locations or reduce the monthly redelivery limits for any depot locations (i) with immediate effect by giving written notice thereof to Lessee if such closures or quantity reductions are due to circumstances beyond Lessor’s control, including, but not limited to, changes in applicable law or natural disasters or other exigent circumstances, or (ii) upon thirty days’ prior written notice for any other reason. Lessee shall pay Lessor any drop-off and/or handling fee designated in the applicable Lease Schedule. Redelivery of Equipment shall be subject to a maximum monthly drop-off limit per redelivery location set forth in the applicable Lease Schedule.

7. LOSS AND DAMAGE TO EQUIPMENT

Lessee hereby assumes and shall bear the entire cost, expense and risk of loss, theft, damage to, or destruction of, any Equipment from any cause whatsoever, except that caused by normal wear and tear. Normal wear and tear shall not include damage by forklifts and other handling equipment or changes which could have been prevented by normal maintenance.
Each Equipment will be inspected upon its redelivery to a depot. If a Equipment is in the condition for return required by the Lease Agreement, the depot shall so indicate on an CCR, and at such time the Equipment shall no longer be subject to the Lease Agreement, provided that Lessee’s outstanding payment obligations and its obligations with regard to repairs and indemnification shall continue in full force and effect after such redelivery.
If Equipment are found damaged upon its redelivery, Lessor will so notify Lessee or its authorized agent and submit for Lessee's approval an estimate of the cost of repairing any damage or defect, normal wear and tear excepted. Lessee shall inspect the Equipment and approve the repair estimate within five (5) business days (the “Authorization Period”) of receipt of the repair estimate. If Lessee inspects the Equipment but disputes Lessor's repair estimate, the parties hereto will, within ten (10) business days of Lessee's inspection, jointly examine the Equipment and determine liability. If a joint examination is conducted but the parties are unable to agree upon the damages and the extent of the necessary repair work, Lessor shall arrange for examination by a mutually acceptable local surveyor whose decision shall be final and binding upon Lessor and Lessee. The costs of such surveyor shall be shared equally between the parties. If Lessee fails to inspect the Equipment and approve the repair estimate within the Authorization Period, Lessee hereby authorizes Lessor to approve the repair estimate on Lessee's behalf and Lessee will be responsible to Lessor for the damages and the estimated costs of repairs noted in the repair estimate.
Lessee shall be liable to Lessor for the estimated costs of all repairs. Rental charges shall continue until Lessee has approved or otherwise reached agreement with Lessor as to the repair estimate.

8. TOTAL LOSS OR DAMAGE

In the event a Equipment is lost, stolen, destroyed, or damaged beyond structural or economic repair so as to be rendered incapable of return to Lessor (an “Actual Total Loss”), Lessee shall give notice in writing to Lessor of such Actual Total Loss specifying the Equipment number and providing proof of loss satisfactory to Lessor. Provided Lessee is in compliance with its obligations under the Lease Agreement at the time notice of Actual Total Loss is received by Lessor, Lessor shall thereupon issue an invoice to Lessee for the Depreciated Replacement Value (“DRV”) (as set forth in the Lease Schedule) of the Actual Total Loss Equipment. Provided that payment of the DRV is made to Lessor within 30 days of the invoice date, daily rental charges will retroactively terminate on the date of Lessor’s receipt of such written notice. If payment is not received as aforesaid, daily rental charges shall continue to accrue until payment of the DRV is received by Lessor. Upon receipt of such payment accompanied by an appropriate request by Lessee, title to the Actual Total Loss Equipment will be transferred to Lessee. Any taxes, duties or charges which become payable by virtue of the transfer of title to Lessee shall be for Lessee’s account.
If Lessee has redelivered a Equipment to Lessor, and Lessee has received a damage estimate in accordance with Section 7, Lessee may, within the Authorization Period, authorize repairs in accordance with the estimate or request that Lessor supply details of the DRV for such Equipment. If Lessor determines that the extent of the damage so warrants (a “Constructive Total Loss”), and provided Lessee is in compliance with its obligations under the Lease Agreement at the time Lessee’s request for information on the DRV is received by Lessor, Lessor will furnish the DRV for such Equipment, and Lessee shall have the option to pay either the estimated damages or the DRV. If Lessee elects the latter, Lessee shall give notice to Lessor of its election to declare Constructive Total Loss within 7 calendar days of receipt of the details of the DRV and Lessor will issue an invoice for the DRV of such Constructive Total Loss Equipment. Provided that payment of the DRV is received by Lessor within 30 days of the date of invoice therefor, daily rental charges shall terminate on the date of redelivery of the Constructive Total Loss Equipment. If payment is not received as aforesaid, daily rental charges shall continue to accrue until payment is received by Lessor. Unless otherwise elected by Lessor, title to the Constructive Total Loss Equipment will remain with Lessor.
Notwithstanding the provisions of Subsections 8(a) and 8(b), if Lessee is in default of its obligations under the Lease Agreement, unless and until such default(s) has/have been cured in a timely manner or has/have been waived in writing by Lessor, Lessee shall be obligated to Lessor for the full Replacement Value of all Actual Total Loss Equipment under Subsection 8(a), and shall be liable to Lessor, in Lessee’s option, for either estimated repair costs or full Replacement Value of Constructive Total Loss Equipment under Subsection 8(b).

9. DEFAULT, REMEDIES UPON DEFAULT

Should Lessee (i) fail to pay rent or any other sum due under the Lease Agreement when due, or (ii) default in the performance of any other term, condition, provision or obligation under the Lease Agreement, or (iii) suffer any distress, execution or other legal process which has the effect of a levy imposing a levy, lien or other encumbrance or restriction on any of the Equipment leased by it under the Lease Agreement, or (iv) attempt to sell, transfer, encumber, part with possession of, or assign or sublet (except as expressly permitted by the provisions of the Lease Agreement) the Equipment or any part thereof, or (v) prove to have made any representation or warranty herein or in any document or certificate furnished to Lessor in connection with the Lease Agreement that is or was incorrect at any time in any material respect, (vi) admit in writing its inability to pay its debts, cease doing business as a going concern, become insolvent, commit an act of bankruptcy, or become the subject of any proceeding under any applicable bankruptcy, insolvency or other law regarding creditors’ rights and remedies or (vii) be seized or nationalized or should any material portion of Lessee's assets be seized by a government or government instrumentality, then Lessor may, without further notice and without relieving Lessee of any of its obligations hereunder: terminate the Lease Agreement; declare the balance of all rentals and other amounts provided for in each Lease Schedule for the remainder of the term set forth therein (as applicable, the “Term”) to be due and payable; and demand and retake possession of all Equipment free of any claims of Lessee whatsoever. In the event of termination of the Lease Agreement under this Section 9, Lessee shall no longer have Lessor’s consent to Lessee’s possession or control of any Equipment. Lessee shall immediately notify Lessor of the exact location of all Equipment leased to it, and shall immediately return the Equipment to Lessor in accordance with the redelivery provisions set forth in the applicable Lease Schedule or at such place as Lessor shall direct. Lessee further agrees to pay Lessor upon demand the Replacement Value of any Equipment which have not been returned to Lessor within twenty (20) days of the date of Lessor's notice of termination of the Lease Agreement.
In the event of a default by Lessee under the Lease Agreement, Lessee shall continue to pay rental charges as specified in Section 2 hereof for all of the Equipment until (i) the Equipment are returned to Lessor in as good condition as received, normal wear and tear excepted, or (ii) the Equipment are repaired and fit for subsequent rental or (iii) settlement for the Equipment is made. In the event Lessor retakes possession of all or any part of the Equipment, Lessee authorizes Lessor to take possession of any property in, or attached to such Equipment which is not the property of Lessor, and without liability for its care or safekeeping, to place such property in storage at the risk and expense of Lessee. Any damages occasioned by any retaking of possession by Lessor are specifically waived by Lessee.
Without limiting Lessee's obligations under the Lease Agreement, Lessee hereby irrevocably appoints Lessor as the agent and attorney in fact of Lessee, with full power and authority, at any time that Lessee is obligated to deliver possession of any leased Equipment to Lessor, to demand and take possession of such Equipment in the name and on behalf of Lessee from whomsoever shall be at the time in possession of such Equipment.
Lessee hereby irrevocably waives any immunity from jurisdiction to which it might otherwise be entitled (including but not limited to any immunity afforded to Lessee by the United States Foreign Sovereign Immunities Act of 1976 (28 USC 1606 et seq., as amended) or any similar rules or regulations of any other countries having applicability to Lessee) in any action arising out of or relating to the Lease Agreement which may be instituted in any court or arbitration proceedings in or outside of the United States of America. Lessee further irrevocably waives any immunity from the execution or enforcement of any judgment or award obtained by Lessor in any legal action or arbitration proceeding worldwide.
Termination of the Lease Agreement for default by Lessee shall not relieve Lessee of any liabilities or obligations incurred prior to such termination and Lessee shall remain fully liable for Lessor's damages as provided herein and by law, and for all costs and expenses incurred by Lessor on account of such default including all rental charges, costs of recovering Equipment, damages to the Equipment, the Replacement Value for unrecovered Equipment, legal costs and reasonable attorney's fees. Nothing in this Section 9 shall be construed to limit or waive any remedy or relief available to Lessor under any other Section of the Lease Agreement or at law upon the occurrence of any event set forth in this Section 9.
Any forbearance by Lessor regarding exercise of its rights under the Lease Agreement in the event of a default by Lessee hereunder shall not constitute a waiver of Lessor's rights, nor shall such forbearance waive Lessor's rights with respect to any other failure by Lessee to comply strictly with the terms of the Lease Agreement.
Without limiting the foregoing, and in addition to all of Lessor’s rights and remedies that are set forth elsewhere in the Lease Agreement, if the use or operation of any Equipment at any time violates any provision of the Lease Agreement, in lieu of declaring the Lease Agreement in default under this Section 9, Lessor may, at its option by notice to Lessee, terminate the Lease Agreement (and the applicable Lease Schedule(s)) as to the particular Equipment that are involved in such violation only and require Lessee either to (i) purchase such Equipment from Lessor at their then Replacement Value, or (ii) substitute for such Equipment other Equipment of comparable value that otherwise are acceptable to Lessor in its sole discretion.
The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute.

10. DISCLAIMER

OTHER THAN ITS OBLIGATION SET FORTH IN THE FIRST SENTENCE OF SECTION 4(C) HEREOF, THE EQUIPMENT ARE LEASED AS IS AND LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION (I) AS TO THE CONDITION OF THE EQUIPMENT, (II) AS TO THE SUITABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PURPOSE, OR (III) AS TO THE EQUIPMENT MEETING THE REQUIREMENTS OR REGULATIONS OF ANY COUNTRY OR OTHER POLITICAL SUBDIVISION WITHIN WHICH LESSEE MAY USE OR OPERATE THE EQUIPMENT.

ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE AT THE TIME OF DELIVERY OR AT ANY OTHER TIME THEREAFTER, ARE HEREBY WAIVED BY LESSEE. UNDER NO CIRCUMSTANCES SHALL LESSOR BE LIABLE HEREUNDER FOR ANY LOST PROFITS OR FOR SPECIAL, CONSEQUENTIAL, INDIRECT DAMAGES, LIQUIDATED OR EXEMPLARY DAMAGES, IRRESPECTIVE OF THE BASIS FOR THE CLAIM WHETHER IN TORT, CONTRACT OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY INTERRUPTION OF SERVICE, EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. NOTICES

All payments, billings and written notices shall be sent to the addresses shown in the applicable Lease Schedule or to such other address as may be designated in writing by either party, by registered mail, by email, by fax, or by hand delivery.

A communication sent by registered mail shall be deemed as given 48 hours after posting and a communication sent by fax shall be deemed given at the time of transmission. In proving service of the same it will be sufficient to prove, in the case of a letter, that it was stamped registered mail, correctly addressed and placed in the post and, in the case of a facsimile transmission, that such facsimile was duly transmitted to the correct number.

Emails sent to the correct address shall be deemed received on the day sent when sent before17:00 New York time during the working week, weekends and public holidays excluded. Any email sent outside of these times shall be deemed received the next working day.

12. INDEMNITY

Lessee shall defend, at its cost and expense, indemnify and hold harmless Lessor, its affiliates, direct and indirect shareholders, agents, directors, officers, employees and other representatives (each an “Indemnitee”), from all claims, losses, damages, actions, liability, deductibles, fines, and costs (including attorney's fees, court costs and other expenses), however caused, including without limitation those arising out of (a) any failure of Lessee (including for these purposes its employees, agents, independent contractors and connecting carriers) to comply with its obligations under the Lease Agreement, (b) any claim whether private or governmental, for personal injury or death, and for loss of or damage to person, property, cargo or vessels arising out of or incidental to the selection, possession, manufacture, purchase, acceptance or rejection of Equipment, design, leasing, operation, control, use, storage, loading, unloading, moving, maintenance, operation of Equipment (including without limitation latent and other defects, whether or not discoverable by Lessor and Lessee, or environmental damage), delivery or return of the Equipment, and (c) any forfeiture, seizure, or impounding of, or charge or lien on the Equipment other than those arising out of acts or omissions of Lessor. Each party undertakes promptly to give notice to the other of claims that might give rise to rights against Lessee for indemnification hereunder.
The provisions of this Section 12, together with all other indemnification obligations of Lessee under the Lease Agreement, shall survive the expiration or earlier termination of the Lease Agreement with respect to any affected Equipment.

13. INSURANCE

Without prejudice to any other obligations of Lessee under the Lease Agreement, Lessee shall, at its own cost and expense, maintain the following minimum amounts of insurance, with insurance companies acceptable to Lessor and shall furnish Lessor with evidence of such insurance prior to delivery of any Equipment:
1. All Risks Physical Damage or Loss Insurance in an amount equal to 100% of the Replacement Value of all Equipment leased hereunder while on land, afloat, in transit or at rest anywhere in the world, including particular average and general average. Minimum coverage will be $1,000,000 per occurrence.
2. Comprehensive General Liability Insurance, in an amount not less than $5,000,000 per occurrence.
The certificates and policies evidencing the insurance required above shall contain a clause providing that (i) the policies shall be considered primary as against any other valid insurance coverages, and (ii) 30 days' prior written notice must be given to Lessor if the policies are canceled, materially changed or not renewed. All liability policies shall provide that Lessor will be defended in the event that any claim or suit is brought against Lessor as owner of the Equipment by any third party.
The insurance shall be maintained in effect by Lessee as long as Equipment are leased by Lessee hereunder and shall be continued in force until all Equipment is redelivered to Lessor.
Regardless whether, covered by Lessee’s insurance, Lessee remains fully liable for and shall defend, indemnify and hold Lessor harmless in accordance with the provisions of Section 12(a) from and against payment of claims for bodily injury, property damage (including cargo claims), damage to or loss of the Equipment, and deductibles (including, without limitation, expenses in defending any claim or suit).
Upon the request of Lessor from time to time, Lessee shall provide Lessor with a copy of any such insurance policy and a receipt for the most recent premium payable for the same.

14. SUBLEASING AND ASSIGNMENT

Lessee shall not assign the Lease Agreement or any Lease Schedule, or sublet, rent or otherwise hire out or part with possession of any of the Equipment to any other party (other than to the care of connecting carriers in the normal course of Lessee's business), without the prior written consent of Lessor in its sole discretion. It is understood and agreed that any such consent of Lessor shall not operate to relieve Lessee of any of its obligations under the Lease Agreement or any applicable Lease Schedule and that Lessee shall remain legally responsible for compliance with the requirements of the Lease Agreement while any Equipment are in the possession of connecting carriers.
Lessor or other owners, as applicable, may, without requiring any consent from Lessee, (i) delegate, transfer, assign, grant a security interest in, pledge or otherwise encumber, in whole or in part, the Equipment or any part thereof, and/or the rentals and other charges due under the Lease Agreement and all other rights of Lessor hereunder, and (ii) assign or transfer in whole or in part, the Equipment or any part thereof, and/or the rentals and other charges due under the Lease Agreement and all other rights of Lessor hereunder to another party (whether affiliated by ownership or otherwise) under an arrangement where Lessor will continue to have full management responsibility for the Equipment and Lessee’s rights and protections under any affected Lease Schedules, including without limitation any purchase option rights pertaining to the Equipment, are not diminished or compromised in any respect. Such assignments and other transfers may be for collateral security in connection with financing transactions or may be assignments and transfers of Lessor’s entire interest to affiliated or unaffiliated third parties. Lessee agrees to (i) pay, upon written notice to Lessee, rentals and other charges as accrued under the Lease Agreement to Lessor's assignee, regardless of any defenses, counterclaim or set-offs which Lessee might have against Lessor arising prior to such transfer, and (ii) execute such documents, certificates and acknowledgements as reasonably requested by Lessor any third-party owners of Equipment or any of their successors or assigns. It is understood and agreed that any such assignment or transfer shall not operate to relieve Lessee of any of its obligations under the Lease Agreement and that Lessee shall remain legally responsible for compliance with all of the requirements of the Lease Agreement.

15. OWNERSHIP RIGHTS

The Equipment shall at all times remain the property of Lessor (either for its own account or as agent for other owners), and Lessee shall not acquire any ownership rights, title or interest of any nature in the Equipment by virtue of paying rental, cost of repair, registration or licensing fees, property or other taxes, fees or levies, costs of transporting Equipment, complying with or exercising any of Lessor's responsibilities under the International Convention for Safe Equipment, including, but not limited to, maintenance and examination of Equipment by Lessee, or otherwise. The transactions covered by the Lease Agreement are leasing transactions only, and not a sale, conditional or otherwise, and the only right acquired by Lessee hereunder is the right to possess and use Equipment leased hereunder so long, and only so long, as Lessee shall not be in default under the Lease Agreement.
Lessee will not cause to be created, nor permit to be continued, nor fail to discharge any lien or encumbrance incurred by Lessee or its agents against the Equipment.

16. LESSEE'S VESSELS

The primary and paramount purpose of the lease of Equipment hereunder is to enable Lessee to offer international ocean carriage of Equipmentized cargo aboard vessels owned, chartered or operated by Lessee and such leased Equipment are essential and necessary for that service. The parties agree that the Lease Agreement is a maritime contract. To the extent applicable under relevant law, Equipment are furnished by Lessor to vessels owned, chartered or operated by Lessee and for the completion of voyages thereon, and any Equipment furnished to Lessee hereunder are also furnished to any vessel on which the Equipment are used.

17. FINANCIAL REPORTS AND OTHER INFORMATION

As soon as available but no later than six months after the close of each fiscal year of Lessee, Lessee will deliver to Lessor annual financial statements prepared in accordance with generally accepted accounting principles (or the equivalent standard customarily followed in Lessee’s jurisdiction), as at the end of and for the fiscal year then ended. Lessor agrees that if requested by Lessee, it will sign a customary non-disclosure agreement regarding such financial statements. Lessee will deliver to Lessor such other relevant information in relation to the business, undertakings, assets, liabilities, revenues, financial conditions or affairs of Lessee as may from time to time reasonably requested by Lessor, including such information as may be required to comply with Lessor’s “know your customer” policy.

18. GENERAL

The Lease Agreement is binding upon the parties, their successors and permitted assigns and shall be construed and interpreted in accordance with the laws of the laws of the State of New York, but without giving effect to the conflicts of laws provisions thereof.

The parties agree that all actions and proceedings arising in connection with the Lease Agreement shall be tried and litigated only in the State and to the extent permitted by applicable law, federal courts located in the County of New York, State of New York; provided, however, that any suit seeking enforcement against any property may be brought, at Lessor’s option, in the courts of any jurisdiction where Lessor elects to bring such action or where such property may be founds. Lessee waives, to the extent permitted under applicable law, any right to (i) assert the doctrine of forum non conveniens or to object to the venue to the extent any proceeding is brought in accordance with this Section 18, and (ii) a jury trial of any claim or cause of action based upon or arising in any way out of the Lease Agreement.
The paragraph headings in the Lease Agreement are for convenience only and shall not be deemed to alter or affect any provision hereof.
The Lease Agreement is a net lease and, notwithstanding any provision of the Lease Agreement to the contrary, Lessee agrees that its obligation to pay rent and all other sums payable under the Lease Agreement, and the rights of Lessor and in to such rent, are absolute and unconditional and are not subject to any abatement, reduction, set-off, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, force majeure or Lessee’s inability to use a Equipment, despite any loss, theft, destruction, damage, condemnation, or taking by eminent domain or other interruption or termination of the use of any such Equipment, whether or not such event is beyond Lessor’s control, or any past, present or future claims that Lessee may have against Lessor, any Owner of any Equipment, or any assignee, or vendor or manufacturer, or against any person for any reason whatsoever.
Lessor is the owner of the equipment, or manager of the equipment on behalf of various third party owners, leased hereunder at all times during the term of this agreement. For precautionary purposes, and to the extent that this agreement may be construed as a secured financing transaction, Lessee hereby grants to Lessor a first priority security interest in the equipment, accessions, additions, and appurtenances thereto. Lessee agrees promptly to execute and deliver any documents presented to Lessee by Lessor from time to time (including, but not limited to UCC financing statements, UCC continuation statements, and, if applicable, documents required by foreign jurisdictions) for the purpose of protecting Lessor’s and/or any third party owner’s or lender’s title to and/or interest in the equipment supplied under this agreement. All costs incurred in filing the documents as aforesaid shall be paid by Lessor.
The provisions of the Lease Agreement are separable. If, upon judicial interpretation or construction, any provision is determined to be prohibited by law, such provision shall be ineffective to the extent of such prohibition, without invalidating the remaining provisions of the Lease Agreement.
This document sets forth the general terms and conditions between Lessor and Lessee for the leasing of Equipment and forms part of the Lease Agreement. Additional terms may be provided for between the parties providing the same are in writing and signed by the parties hereto.
Statements contained in any brochures or other technical literature supplied by Lessor to Lessee and relating to the performance or efficiency of the Equipment are made in good faith, but Lessor shall have no liability by reason of an inaccuracy or error therein.
Time wherever mentioned shall be of the essence of the Lease Agreement. The Lease Agreement shall become binding upon the parties hereto upon its acceptance and execution by both parties.
These General Terms and Conditions may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. These General Terms and Conditions and any amendments hereto, to the extent signed, scanned and delivered by means of electronic mail or mutually agreed secure cloud-based system, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.