Terms & Conditions
1. Authorization. By submitting or completing the Lease Agreement, taking possession of the equipment, completing payment of any invoices to Lessor, or entering into any other transaction with Lessor, Lessee and Lessee's representatives, employees, drivers and agents represent and warrant that they are authorized by Lessee to enter into the Lease Agreement and expressly acknowledges receipt and on-going acceptance of Lessor's Terms and Conditions as such Terms and Conditions may be amended from time-to-time (the "Terms and Conditions"). The most current version of Lessor's Terms and Conditions is posted on Lessor's website: http://www.trailerequipment.com/ termsandconditions. Lessee may request a copy of Lessor's current Terms and Conditions at any time from Lessor pursuant to the notice provisions set forth herein. The Terms and Conditions shall be considered part of the "Lease Agreement" between Lessor and Lessee.
2. Late Payment. Lessee further agrees that if any lease payment or other charge required hereunder is not paid promptly when due, Lessee shall pay in addition, at the option of the Lessor, interest on any such payment at 2% per month or, if not permitted, at the highest legally permitted rate from the due date of any such payment until such payment is actually made in full. All payments or other sums payable hereunder shall be deemed unconditional obligations and shall be made without any abatement, reduction, or set-off of any nature, including any arising out of any present or future claims or demands that Lessee may have against Lessor or any of its assignees or the manufacturer of the equipment.
3. Rental Day. As used in this Lease Agreement the term "Rental Day" is a period of 24 hours, and the first Rental Day is any part of the first 24 hours following delivery of the equipment to Lessee or his agent hereunder. The term of this Lease Agreement shall commence on the earlier of (a) the day the equipment is accepted by Lessee as reflected in the Lease Agreement, or (b) the day the equipment is available for delivery or pickup by the Lessee, and shall terminate the day the equipment is returned to the Lessor.
4. Use and Maintenance; Return. Lessee agrees to keep and maintain or cause to be kept and maintained at no cost or expense to Lessor, all of the equipment in first class working order, repair and appearance, in a freely licenseable condition, and free of all liens, claims and encumbrances and make all required repairs to and replacements of work or broken parts (including but not limited to tires and tubes), using only new manufacturer made or manufacturer-approved parts and replacements and providing all labor, materials, lubricants, parts and other supplies or items consumed by or required in connection with the use of such equipment, not removing the original tires therefrom save for repair or replacement. Lessee shall pay a prorated tire charge for usage in excess of normal wear and tear, as herein defined, based on the current tire market prices. All replacements or substitutions of parts of or in any of the equipment shall constitute accession thereto and shall become part of the equipment owned by the Lessor. Lessee further agrees that, upon termination of this Lease Agreement by expiration, cancellation, or otherwise, Lessee shall return equipment to Lessor at a place subsequently determined by Lessor, at Lessee's cost and expense in the same condition and state of repair as they were when delivered to Lessee hereunder, ordinary wear and tear excepted. In the event Lessee fails to return the equipment to Lessor in the same condition and state of repair as aforesaid Lessee shall pay to Lessor the actual or estimated cost of repairing the equipment as determined by Lessor, which determination shall be conclusive in order that the said equipment be put in the same condition and state of repair as they were delivered to Lessee hereunder, ordinary wear and tear excepted.
5. INDEMNIFICATION. LESSEE HEREBY SPECIFICALLY INDEMNIFIES LESSOR, AND AGREES TO HOLD LESSOR HARMLESS, AGAINST ALL LOSS AND DAMAGES LESSOR MAY SUSTAIN OR SUFFER BECAUSE (A) THE FAILURE OF LESSEE TO MAINTAIN THE EQUIPMENT AS AGREED AND PROVIDED HEREIN (B) THE LOSS OF OR DAMAGE TO THE EQUIPMENT BECAUSE OF FIRE, THEFT, COLLISON, LIGHTNING, FLOOD, WINDSTORM, EXPLOSION OR ANY OTHER CASUALTY, RISK OR PERIL WHATSOEVER, (C) THE DEATH OF, INJURY TO, OR DAMAGE TO THE PROPERTY OF ANY PERSON AS A RESULT OF, IN WHOLE OR IN PART, THE USE OR MAINTENANCE OF THE EQUIPMENT OR ANY THEREOF OR DURING THE TERM OF THIS LEASE AGREEMENT, WHILE IN THE CUSTODY, POSSESSION OR CONTROL OF LESSEE OR ANYONE CLAIMING BY THROUGH OR UNDER LESSEE, OR (D) ANY ILLEGAL ACTIVITIES INVOLVING THE EQUIPMENT. LESSEE AGREES TO NOT ENGAGE IN ANY ILLEGAL ACTIVITY WITH THE EQUIPMENT DURING THE LEASE AGREEMENT.
6. INSPECTION AND LIMITED WARRANTY. LESSEE HAS INSPECTED THE EQUIPMENT, ACKNOWLEDGES THE SAME TO BE IN GOOD CONDITION AND WORKING ORDER AND IN ACCORDANCE WITH ANY SPECIFICATIONS MADE A PART OF THIS LEASE, AND ACCEPTS THE SAME IN ITS PRESENT CONDITION. LESSOR IS NOT A SUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED IN THE UNIFORM COMMERCIAL CODE OR OTHERWISE). LESSOR MAKES NO WARRANTY OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS WITH RESPECT TO THE EQUIPMENT, OR ANY THEREOF, COVERED BY THIS LEASE AGREEMENT OR ITS SUITABILITY, DURABILITY, QUALITY, DESIGN, CONDITION, CAPACITY OR PERFORMANCE OF THE MATERIAL OR WORKMANSHIP THEREOF, OR ANY OTHER MATTER. LESSOR SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR LOSS OR LESSEE'S PROFITS, DRIVER'S TIME, LOSS OF OR DAMAGE TO CARGO, LOSS OF BUSINESS OR ANY OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHERWISE CAUSED BY OR RESULTING DIRECTLY OR INDIRECTLY FROM LESSOR'S FAILURE TO COMPLY WITH THE TERMS AND PROVISIONS OF THIS LEASE AGREEMENT, OR RESULTING FROM ANY INTERRUPTION OR CESATION FOR ANY REASON. LESSOR SHALL NOT BE BOUND BY ANY STATEMENTS, AGREEMENTS, OR REPRESENTATIONS NOT SPECIFICALLY SET OUT HEREIN, UNLESS THEY ARE REDUCED TO WRITING AND SIGNED BY LESSOR.
7. No Ownership. The equipment shall at all times be the sole and exclusive property of the Lessor and Lessee shall have no right, title or interest in or to the equipment except the right to use the same upon the terms and conditions herein set forth. This transaction is a lease and not a sale, conditional or otherwise, and the parties understand and agree that Lessee, or any person claiming under it, does not and will not acquire hereunder or by any lease payment rental or any other charge, any right, title or interest in or to said equipment or any thereof, except the right to possess and use equipment so long, and only so long, as Lessee shall not be in default in performance hereof. The equipment shall remain personal property whether or not it shall become attached to any real property.
8. Excessive Use. During the term of this Lease Agreement, Lessee shall comply and cause all other persons using the equipment to comply, with loading limitations provided by the manufacturers of this equipment and shall prevent excessive and undue impact and concentrated loading. Lessee shall utilize this equipment only for such uses which will not damage it beyond reasonable wear and tear. Unprotected corrosive substances, explosive material, hazardous waste, hazardous products, high density, badly secured materials or bulk commodities which may corrode, oxidize, dent, puncture, contaminate or stain, or damage in any manner the interior or the exterior of this equipment are prohibited from being used in it.
9. Taxes. Lessee assumes all responsibility for, and promptly will pay when due, all taxes, assessments and other governmental charges of any nature, levied or assessed upon any and all of the equipment, including but not limited to all fees for taxes, bonds, permits, certificates and other assessments, including all sales, use, gross receipts, business, property and other taxes or tolls at any time imposed upon any and all equipment, or upon the leasing, use or operation thereof, and will promptly pay or reimburse Lessor or Lessee's assignee for any such taxes, assessments, and other governmental charges levied or assessed against Lessor or Lessor's assignee arising out of its acquisition or ownership of any equipment or arising out of the use, operation or leasing thereof or the lease payments or earnings arising therefrom or upon or with respect to the Lease Agreement.
10. Default. Any one or more of the following events shall constitute an event of DEFAULT: (i) Lessee shall fail to make any lease payment or other lease charge when due, (ii) Lessee shall fail to perform or observe any other covenants, condition or agreement to be performed or observed by it hereunder, (iii) any event, act or thing required of Lessee hereunder shall not be done and performed in the manner and at the time or times required by the Lease Agreement, (iv) any representation or warranty made by Lessee herein or in any document or certificate furnished heretofore or hereafter to Lessor in connection herewith or pursuant hereto shall prove to be incorrect or misleading at any time in any material respect or false, (v) Lessee shall become insolvent or make an assignment for the benefit of creditors or consent to the appointment of a trustee or a receiver; or a trustee or a receiver shall be appointed for Lessee or for a substantial part of its property without its consent, (vi) if Lessee is one or more natural persons, upon the death of anyone of such persons, (vii) if any proceeding in bankruptcy or insolvency be instituted by or against Lessee or if reorganization of Lessee is sought under any national or state bankruptcy act or if Lessee makes an attempt to sell, secret, convert or remove equipment or any part thereof, or if the equipment or any part thereof becomes subject to any levy by any officer or any public official, or if any writ or warrant shall be levied on the equipment or any part thereof, or (viii) if there is a change of control of Lessee whereby at least 50% of the ownership of Lessee is transferred in one transaction or a series of transactions.
11. Remedies. Upon the occurrence of any event of default and at any time thereafter, Lessor may terminate this Lease Agreement, whereupon Lessee shall at Lessee's sole cost and expense assemble and return all equipment to a location or locations designated by Lessor, or Lessor may enter Lessee's premises or any other premises where the equipment may be found, forcibly if necessary, and take immediate possession of and remove the equipment without legal process, by summary proceedings, or otherwise. Lessee hereby releases and indemnifies Lessor from and against any claim or right or action for trespass or damages or for any other reason, caused by, or arising out of such entry, removal or repossession, whether for loss of profits, other alleged consequential damages, or for the restoration of damage to property caused by such taking or otherwise. Lessor may retake and retain equipment or any part thereof free of all rights of Lessee without any further liability or obligation to redeliver the same or any thereof to Lessee and without, to any extent, releasing Lessee from Lessee's covenants, obligations, and indemnities provided hereunder, including lease payments but not limited to lease payments and Lessee's obligation for the payment of the total rental, taxes, insurance and other costs and expenses provided for herein. In the event that Lessor shall retake possession of the equipment or any part thereof, and there shall, at the time of such retaking, be in, upon or attached to such retaken equipment any other property, goods, or things of value belonging to Lessee or in the custody or control of Lessee. Lessor is hereby authorized to take possession of such other property goods or things of value and either (a) hold the same for Lessee or (b) place the same in public storage for the account of and at the expense of Lessee. Lessee further agrees that, in addition, Lessee shall, as liquidated damages for loss of a bargain and not as a penalty, forthwith pay to Lessor all of the lease payments, taxes, insurance and all other costs and expenses provided for herein, plus the replacement value of such equipment which has not been returned to, or repossessed by Lessor upon default or otherwise together with interest at 2% per month or, if not permitted at the highest legally permitted rate, Lessee further agrees that it shall be liable, as part of the Lease Agreement charges due hereunder, before or after any termination hereof and whether or not so terminated, for all Lessor's costs and expenses (including reasonable attorney's fees, and adjustor's fees) incurred by reason of the occurrence of any event of default and the exercise of the Lessor's remedies with respect thereto. No remedy referred to in this Section is intended to be exclusive, and each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity, and the exercise or beginning of exercise by Lessor or any one or more of such remedies shall not preclude the simultaneous or later exercise by Lessor of any or be, or be constituted to be, a waiver of any further subsequent event of default.
12. End of Lease. Lessee's obligations hereunder excluding but not limited to the obligation to pay lease payments, shall not terminate until all equipment has been returned to Lessor in accordance with this Lease Agreement and all unpaid lease payment and other charges including interest thereon, shall have been paid in full to Lessor. Lessor shall be entitled to take or retain, by way of off-set, against any or all amounts due and owing under this Lease Agreement as set forth herein, any assets, tangible or intangible, or Lessee Agreement which may be in the possession of Lessor, his correspondents or agents, wheresoever situated. Lessee shall, at its own cost and expense at the expiration of the minimum term hereunder, or upon the termination of this Lease Agreement, by Lessor thereafter, deliver the equipment leased hereunder in proper manner to Lessor, freight and insurance prepaid, to any location specified by the Lessor within the continental United States in good operating condition as required by this Lease Agreement. In the event Lessee shall fail to so deliver the equipment at the expiration or termination of this Lease Agreement, Lessor may be notice to Lessee, determine the term, rental and all other conditions for which Lessor shall be liable for any period or periods commencing at the termination of expiration of the term and Lessee shall be deemed to have accepted said term, lease payment or conditions as of the expiration or termination date of this Lease Agreement. If the lease term exceeds six months, notwithstanding the period stated herein, at Lessor's option, the lease rates shall be adjusted after six months, based on the All Items Consumer Price Index (C.P.I.) for the United States Bureau of Labor Statistics (1967 base period). For each change of one (1) index point in the C.P.I. subsequent to the execution date of this Lease Agreement, the rates shall be adjusted by a factor of .01. Adjustments, if any, as stated above shall commence at the beginning of the seventh month of the term of this Lease Agreement. Said adjustments will be based on the most recent C.P.I. prior to Lessor invoicing.
(a) Liability Insurance. Lessee shall, during the entire term of this Lease Agreement, keep in full force and effect a policy of bodily injury and property damage insurance with respect to Lessee's use and operations of the Equipment that is the subject of this Lease Agreement, for which the limits of bodily injury liability shall be not less than One Million Dollars ($1,000,000.00) per occurrence, and in which the limit of property damage liability shall be not less than One Million Dollars ($1,000,000.00). Such insurance will be placed with a carrier licensed and admitted to do business in the State of Michigan with a Best Rating of A+ or better. Lessor and Lessee agree that Lessee’s insurance shall cover Lessor’s interest as an additional insured with respect to liability arising from the use or operations of Lessee, and such insurance coverage shall contain a clause that the insurer will not cancel or reduce the insurance coverage below that required by this Lease Agreement without first giving the Lessor prior written notice in accordance with the terms of the policy, but not less than 30 days. A copy of the policy and/or certificate verifying such coverage shall be delivered to Lessor three (3) days prior to the first Rental Day, and upon renewals thereafter prior to the expiration of such coverage. If Lessee shall not comply with requirements of this Section 12(a), Lessor shall have the right, but not the obligation, to cause such insurance as aforesaid to be issued, and in such event Lessee shall pay the premium for such insurance as an additional lease payment within thirty (30) days of invoice by Lessor.
(b) Physical Damage Insurance for Equipment Subject of this Lease Agreement. Lessee shall, at its expense, carry Physical Damage coverage insurance for the full cost value of the Equipment that is the subject of this Lease Agreement, with Lessor named as an Additional Insured. Such insurance will be placed with a carrier licensed and admitted to do business in the State of Michigan with a Best Rating of A+ or better. Lessor and Lessee agree that Lessee’s insurance shall cover Lessor’s interest as an additional insured with respect to liability arising from the use or operations of Lessee, and such insurance coverage shall contain a clause that the insurer will not cancel or reduce the insurance coverage below that required by this Lease Agreement without first giving the Lessor prior written notice in accordance with the terms of the policy, but not less than 30 days. A copy of the policy and/or certificate verifying such coverage shall be delivered to Lessor three (3) days prior to the start of the term of the Lease Agreement, and upon renewals thereafter prior to the expiration of such coverage.
(c) Waiver of Subrogation. Lessee does hereby remise, release and discharge the Lessor and any officer, agent, employee or representative of Lessor, of and from any liability whatsoever hereafter arising from loss, damage or injury for which insurance (permitting waiver of liability and containing a waiver of subrogation) is carried by the Lessee at the time of such loss, damage or injury to the extent of any recovery by the injured party under such insurance.
14. Licenses, Registrations, and Permits. Lessee assumes all responsibility and expense for such licenses, registrations, titles, permits and other certificates as may be required for lawful operation of the equipment, agrees that all certificates of title or registration applicable to the equipment leased hereunder shall be applied for, issued and maintained in the name of Lessor, as owner and Lessee agrees to pay, or reimburse Lessor for, all costs in relation thereto, in addition to the lease payments, taxes, insurance and other costs provided for elsewhere herein. Lessee shall, if applicable, do all things necessary, as the agent of Lessor, to effect the licensing, titling, or registration of the equipment in the name of Lessor in the state of its home base and in any other jurisdiction where any shall be required thereof by the nature of the Lessee's use, all at the cost and expense of Lessee, including expenses, fees, or charges of any nature in connection therewith, and Lessee shall promptly deliver the original of such license, title or registration to the Lessor.
15. Identification. Lessee agrees to keep and maintain, plainly, distinctly, permanently and conspicuously, on such place or places on each item of equipment leased hereunder, as may be designated by Lessor, at all times during the term of this Lease Agreement signs or other suitable identification giving the name of Lessor and containing appropriate words designated by Lessor indicating the status of Lessor and Lessor's assignee as owner of such equipment, with such changes and additions thereto as from time to time Lessor may deem necessary in order to protect the title and interest of Lessor or Lessor's assignee in such equipment, all in a manner satisfactory to Lessor, and Lessee agrees not to remove, obscure, deface or obliterate any such words nor suffer any other person to do so.
16. No Removal; Additional Indemnification. Lessee agrees not to remove any of the equipment from the continental United States and to comply with, perform and execute all laws, rules, regulations or orders of all state, federal or local governments or agencies which in any way affect or relate to, or are applicable to any of the equipment or to the use, operation, maintenance or storage thereof, and to indemnify and hold harmless Lessor or Lessor's assignee from any and all fines, forfeitures, seizures, penalties and liabilities that may arise from any infringement or violation of any such law, rule, regulation or order by Lessee or his employees or by any other person or that may result from the use, possession, operation or condition of any of the equipment. LESSEE FURTHER AGREES TO INDEMNIFY AND SAVE HARMLESS LESSOR AND LESSOR'S ASSIGNEE FROM ANY AND ALL CLAIMS, LIENS, DEMANDS OR LIABILITY WHATSOEVER ARISING FROM ANY WORK DONE ON, OR ANY MATERIAL SUPPLIED TO OR IN CONNECTION WITH THE OPERATION, MAINTENANCE, POSSESSION OR STORAGE OF ANY OF THE EQUIPMENT AND FROM ALL LOSS OF OR DAMAGE THERETO AND FROM AND AGAINST ALL LOSS, DAMAGE, CLAIMS, PENALTIES, LIABILITY AND EXPENSES, INCLUDING ATTORNEY'S FEES, HOWSOEVER ARISING OR INCURRED BECAUSE OF THE STORAGE, MAINTENANCE, USE, HANDLING, REPAIR, LOADING, UNLOADING OR OPERATION, OR ALLEGE USE OR OPERATION, OF ANY OF THE EQUIPMENT.
17. No Assignment. Lessee shall not have the right to assign this Lease Agreement (or sublease) or any interest therein, without Lessor's prior consent. Lessor's rights, title and interest hereunder, including all monies due and to become due and all of Lessor's rights, powers, claims and remedies hereunder may be assigned by Lessor. In the event of such an assignment by Lessor, said assignment shall not impose any obligation on any such assignee to perform any of the obligations of Lessor hereunder. After notice by Lessor or any such assignee to Lessee of such assignment, this Lease Agreement may not be amended or terminated or the terms hereof waived or modified without the prior written consent of such assignee, and thereafter Lessee agrees to pay to said assignee directly all sums due and to become due hereunder without set-off, counter claim or any deduction whatsoever, notwithstanding the failure of Lessor to perform any of its obligations hereunder, the bankruptcy or insolvency of Lessor, or any other matter of event which might otherwise relieve Lessee from the obligation to pay such amounts and all such payments shall be made at the time specified herein for the payment thereof, and shall be final, and Lessee shall have no right to recover from said assignee any part thereof. Any notice of any such assignment given by such assignee shall have the same legal effect as if given by Lessor. Lessee agrees not to attempt to sell, mortgage, encumber, pledge, hypothecate or sublet the equipment to any other person, firm, associate or corporation, not to relinquish possession of the equipment, except in the ordinary course of Lessee's business.
18. No Alterations; Access to Equipment. Lessee shall not, without Lessor's prior written consent, make or suffer any changes, alterations, or improvements in or to the equipment, nor to remove therefrom any parts, accessories, attachments, or other items or equipment. Upon Lessor's request, Lessee will permit Lessor, or its representatives, to have access to the equipment at all reasonable times for the purpose of inspection and examination. Lessee further agrees to reimburse Lessor, by prompt payment on demand, for such sums as Lessor may be required to pay to release, satisfy or otherwise discharge any lien encumbrance, charge or assessment which, unless paid, would have adversely affected the property rights of the Lessor and the equipment and for which Lessee is obligated hereunder. Nothing contained herein shall be deemed to permit, authorize or empower Lessee to create, incur, assume or suffer to exist any liens or encumbrances on the equipment on account of repair, storage, or any other service or transaction whatsoever, notwithstanding any duty of Lessee to repair or maintain.
19. Designation of Agent for Repossession. Without in any way limiting the obligations of Lessee under this Lease Agreement, Lessee hereby irrevocably appoints Lessor as the agent and attorney of Lessee, with full power and authority, at any time while Lessee is obligated to deliver possession of any 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.
20. No Waiver. The failure of Lessor to insist upon the punctual performance of any of the covenants of Lessee hereunder, or the failure of Lessor to exercise any right or remedy available to Lessor under this Lease Agreement, or any failure of Lessor to require payment from or by Lessee, when due, of any sum owing hereunder, or any extension of credit or any forbearance on the part of Lessor, shall not constitute a waiver by Lessor of any subsequent default by Lessee hereunder. All demands for payment and performance, and all notices of non payment or other default hereunder, are hereby waived by Lessee.
21. Governing Law. The Lease Agreement shall be governed by the laws of the State of Michigan, without regard to conflicts of laws provisions of the State of Michigan or any other state. Both parties agree to the jurisdiction of the courts of Kent County, Michigan for purposes of adjudicating any action arising out of this Lease Agreement and hereby waive, to the fullest extent permitted by law, any objection to the laying of venue of any action arising out of this Agreement.
22. Notification of Accident or Loss. Lessee shall, at its expense, promptly notify Lessor of each accident and each occurrence of loss involving the equipment. Lessee's notice shall describe the time, place and nature of the accident or loss, the extent of any damage therefrom, the names and addresses of all involved parties, a copy of any police report and such other information as may be known. In the event of an occurrence of loss resulting from theft and/or criminal conduct, Lessee shall immediately notify the appropriate law enforcement agency and file a report concerning the occurrence of loss. Lessee shall promptly advise Lessor of any notices received relating to any accident or loss.
23. Notices. Any notice, request, or demand given under this Lease Agreement, whether required or not, shall be deemed effectively given when (a) mailed and sent by regular mail, postage prepaid, addressed to the party for whom intended at the address stated above, or at such other address as either party may hereafter designate for itself by similar notice, (b) faxed to the Lessee at the fax number provided by Lessee to the Lessor (c) emailed to the Lessee at the email address provided by Lessee to the Lessor, or (d) actually received if given in any other manner.
24. ENTIRE AGREEMENT. THIS INSTRUMENT AND ANY ATTACHMENTS HERETO CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THE TERMS, COVENANTS, CONDITIONS AND PROVISIONS OF THE AGREEMENT MAY HEREAFTER BE CHANGED, AMENDED, OR MODIFIED ONLY BY AN INSTRUMENT IN WRITING, SPECIFICALLY PURPORTING SO TO DO, AND SIGNED BY THE PARTIES TO BE BOUND THEREBY OR BY LESSOR BY UPDATING THE TERMS AND CONDITIONS AS PROVIDED IN SECTION 1 ABOVE WITH 30 DAYS NOTICE TO LESSEE. ANY PROVISION OF THIS LEASE AGREEMENT WHICH MAY BE PROHIBITED BY LAW SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF.