|
1. EQUIPMENT LEASED . Lessor agrees
to lease to Lessee and Lessee agrees to lease from Lessor the
equipment described in each Schedule A now or hereafter executed
pursuant to this Lease (hereinafter "Schedule" or "Schedules"),
together with any attachments or accessories now or hereafter
incorporated in or attached to said equipment (hereinafter
"Equipment"). Additional Equipment may be leased hereunder by the
execution of additional Schedules by Lessor and Lessee and each
such Schedule shall constitute a separate Lease of the Equipment
described therein. Except as specifically modified in any Schedule,
all of the terms and conditions of this Lease shall govern the
rights and obligations of Lessee and Lessor with respect to the
Equipment described in the Schedules. Whenever reference is made
herein to "this Lease" or "the Lease" it shall be deemed to include
all Schedules now or hereafter executed under this
Lease.
2. TERM . This Lease shall commence
on the delivery dale stated on the applicable Schedule(s) and shall
continue until all rental payments as hereinafter described, and
all of Lessee's other obligations hereunder, have been satisfied in
full by Lessee.
3. RENTAL; LATE CHARGE; ADDITIONAL
CHARGES . Lessee agrees to pay Lessor monthly payments in an
amount and for the term indicated in the Schedule(s) without
reduction or set off for any reason, except as otherwise provided
in this Lease. The first payment shall be due on the date stated in
the Schedule(s). If Lessee fails to pay in full any rental payment,
or any other sum required to be paid hereunder by Lessee, within
ten (10) days of its due date, Lessor may, without declaring Lessee
to be in default, charge Lessee an amount equal to five percent
(5%) of such past due amounts or the maximum allowed by applicable
state law. In addition, Lessor may collect from Lessee a charge of
$25, or such lesser amount as may be limited by law, for each
check, draft or similar instrument presented to Lessor that is
returned or dishonored for any reason.
4. FEES AND TAXES
. Lessee agrees to pay when due all
fees, sales and use taxes, duties, assessments, highway use taxes,
or other taxes and charges, however designated, now or hereafter
levied or based upon the purchase, rental, ownership, use,
possession, leasing, operation, control, maintenance or sale of the
Equipment, whether or not paid or payable by Lessor (excluding
Lessor's net income, franchise and business and occupation taxes),
and shall supply Lessor with proof of payment upon written demand
therefor by Lessor.
5. USE, INSPECTION AND
ALTERATIONS . Lessee at
its sole expense shall have the Equipment serviced in accordance
with the manufacturer's approved maintenance schedules, ensure that
maintenance records are available for review by Lessor at
reasonable times and places and maintain the Equipment in good
repair, appearance, functional order, and good lawful operating
condition. Lessee shall not (a) sell, lease, transfer or assign the
Equipment or Lessee's interest in this Lease or any Schedule
without Lessor's prior written consent; (b) use or permit the use
of the Equipment in any unintended, injurious or unlawful manner;
(c) use or permit the use of the Equipment primarily for personal,
family, household or agricultural purposes; (d) subject the
Equipment to unusual, extreme or severe operating condition; (e)
remove the Equipment from the state in which Lessee resides or has
its principal offices, other than in the ordinary course of
business, for a period in excess of sixty (60) consecutive days,
without first obtaining Lessor's prior written consent; or (f)
change or alter the Equipment without Lessor's prior written
consent, except that Lessee shall make such alterations and
improvements, at Lessee's expense, as may be required from time to
time to meet the requirements of law or of any federal, state or
local governmental authority having jurisdiction over the
Equipment. To ensure compliance with the foregoing, Lessor shall
have the right, at any lime, to enter Lessee's premises or
elsewhere to inspect the Equipment or to observe its use. All
improvements and alterations, other than improvements which can be
readily removed without causing damage to the Equipment and without
rendering the Equipment unable to comply with law, shall become
part of the Equipment and shall be the property of
Lessor.
|
|
6. INSURANCE . Lessee agrees to
keep the Equipment continuously insured by an insurance company and
with deductibles as specified by Lessor from time to time. At a
minimum, Lessee must provide Lessor with proof of: (i) collision
and comprehensive insurance coverage in an amount equal to the
value of the Equipment and (ii) liability insurance for bodily
injury or death and property damage in an amount as specified by
Lessor. Lessee agrees to provide Lessor with written proof of a
paid policy and subsequent renewals, showing Lessor as loss payee
and additional insured, which will require at least thirty (30)
days prior written notice to Lessor before such insurance may
lapse, be reduced, canceled or terminated. Lessee assigns to Lessor
all proceeds from insurance policies covering the Equipment,
including, but not limited to, refunds of unearned premiums of any
credit life, credit disability, property or other insurance
financed by Lessor, and directs said insurance companies to pay
such amounts directly to Lessor, Lessor may apply any Insurance
proceeds and returned premiums received to Lessee's unpaid
obligations under this Lease. Should Lessee fail to purchase and
maintain adequate insurance on the Equipment, as determined by
Lessor, then Lessor may purchase such insurance as Lessor deems
necessary to protect its interest. Lessee agrees to reimburse
Lessor for the cost of such insurance within ten (10) days of
demand, and if Lessee fails to do so, then Lessor may charge a late
fee in accordance with this Lease. All insurance policies financed
under this Lease, unless a shorter period is specified in the
policy, end upon the original due date of the last payment due
under the applicable Schedule. If Lessee is due any insurance
refund, Lessee must seek same from the insurance company. Lessor
does not require Lessee to have credit life insurance. Lessee
authorizes Lessor to release to third parlies any information
necessary to facilitate insurance and tax monitoring and insurance
placement. Lessee and its agents and employees will cooperate with
Lessor and any insurer in the reporting, investigation, prosecution
or defense of any accident, claim or suit related to the Equipment
and will promptly deliver to Lessor copies of all papers or notices
served upon or delivered to Lessee, its agents or employees and
will otherwise comply with the notification requirements of any
insurance carrier.
7. LOSS AND DAMAGE.
Lessee hereby assumes all risk of
loss, including theft or destruction, and the risk of damage to the
Equipment, from any and every cause whatsoever, whether or not such
loss is covered by insurance. Loss or damage to the Equipment, or
any part thereof, shall not relieve Lessee of any obligation under
this Lease. If the Equipment is damaged or destroyed in an accident
or other occurrence or confiscated by any governmental authority or
subjected to any lax lien or is stolen, abandoned or subjected to
undue peril, Lessee will notify Lessor within ten (10) days of such
occurrence or condition. If any item of Equipment is damaged and in
a condition which Lessor believes may be reasonably repaired,
Lessee shall repair the same to good working order. If the
Equipment is damaged and in a condition which Lessor believes is
beyond reasonable repair, or with respect to any other occurrence
or condition set forth above, Lessor may terminate this Lease with
respect to that Equipment immediately. If the Lease is terminated,
Lessee's termination liability shall be the sum of the following:
(1) any Lease payments or other amounts due and owing as of the
date of termination; plus (2) the balance of the Lease payments
Lessee would have made had the lease gone to full term (less a
deduction for the time value of such payments computed in
accordance with The simple interest method); plus (3) the Residual
Value as set forth in the Schedule(s) (less a deduction for the
time value of such payments computed in accordance wilt the simple
interest method); plus (4) an amount equal to one monthly Lease
payment; plus (5) any and all commissions, fees or other amounts
paid by Lessor as consideration for assignment of this Lease; less
the proceeds Lessor receives from the insurance provided by Lessee,
if any. Lessee expressly understands and agrees that in the event
of a total loss, Lessee's insurance policy may not be sufficient to
completely satisfy Lessee's termination liability set forth above,
and Lessee agrees that in such event Lessee shall be liable for,
and shall pay Lessor upon demand therefor, the amount of any such
deficiency.
|
