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shall result in additional charges to Lessee. Lessor shall have no liability whatsoever for any consequential, incidental or punitive damages, costs or expenses. Except as specifically provided herein, Lessor disclaims any and all warranties, express or implied, related to the Equipment and any maintenance or repair work performed by Lessor including any warranties of merchantability, suitability, or fitness for a particular purpose. 15. Assignment. Lessee shall not assign this Agreement or sublet the Equipment without the prior written consent of Lessor. This Agreement shall be binding upon any permitted assignee or successor of Lessee. Lessor may assign any of its rights hereunder without notice to Lessee. 16. Miscellaneous. (a) Time is of the essence with respect to this Agreement. (b) This Agreement, when signed by both parties, constitutes the entire agreement between the parties, superseding and replacing all prior documents and representations, with respect to the subject matter hereof. It may only be amended by a document signed by both parties. (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. Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 8 would be in violation of or otherwise prohibited by any applicable law, then Section 8 shall automatically be deemed to be amended in a manner which provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (d) The obligations of Lessee under Sections 6, 7, 8 and 9, which accrue during the term of this Agreement, shall survive the termination of this Agreement. (e) If Lessee fails to perform any of its obligations hereunder, Lessor shall have after three (3) days written notice to Lessee, the right to effect such performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be payable by Lessee upon demand. (f) Except for Lessees responsibility to make timely payments, neither Lessor nor Lessor shall not be responsible for delays beyond that party's control. (g) Except for for all costs and expenses incurred by Lessor in enforcing this Agreement, Lessor and Lessee shall have no liability whatsoever for any consequential, incidental or punitive damages, costs or expenses. (h) Lessee if requested by Lessor agrees to execute any UCC financing statements in order to protect Lessors ownership and interest in the Equipment, (i) This Agreement shall in all respects be governed by the laws of the state ofCalifornia. Lessee hereby consents and submits to the jurisdiction of the courts of Orange County, California for purposes of enforcement of this Agreement. Lessee hereby waives any and all rights to or claims of sovereign immunity. 0) Lessee will pay all costs and expenses, including reasonable attorney's fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. Lease Terms & Conditions, Revision 03/27/06/coo/4/19/06 Lss04/25/06/(, c o Page 8