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HomeMy WebLinkAbout1754 . ~ TERMS AND CO~FINT101VS OF EQUIPMENT LEASE AGREEM~SNT 13f3456 I.essre acl~nowlc~clges receipt of and accepts Equipmtnt, and :?cknowleclges that uo warrantics. represe~tations or a~reements n~i ex- pressed herein have been wule by Lcssor; and Lessee further ackuowledges notice of the intendecl assi~ameat of this leaae, and upa~ such assigiunuu, Lessec aYrees not to asxrt against the assignee heteof any d~efense, setot~. recouprienent, claim or wnoterclaim which Lessee nkzy luvo 7gair~s! Lessor, whether arising hereunder oc otlxrwise. Eqnipment shali be located at the addreu set forth abovc, and shalt not be removed from sach locadaa without~ the prior writtu~ eonsrnt df Lessor. Lessee will not changr or remove any insignia or lettaing which is on Equipmu~t at the time of dclivtry thereof or which is thertafter placed thereon indis;ating Lessor's ownership thercof and at any tune during the term of this lease~ upon request of L.essor, Lasee v?~ill affix W Equipment, in s prominent place~ labels, piatea or other marking supplied by Lessor stating Wst Equipment ia owned by I.essor. I.essee sha11 nse Equipmrni solely in the o~xl+~ct of its buinas and in a careful and propu manqer~ and s.halt nat part with pcusession af or ~cnttr into any sab-leasc with respect to ~.qaipmtnt or any part thereof ar assign Equ'sptnent or ib interest hert+u?der witha~t thc prinr written consent of I.essor. l.essee, at ib own cast and exgense~ shall keep Equipment in good ropair, condition and working order and shaJl furnish any at~d all parts and lxbor teqairtd for that pttrpose. I.easee shall rrot make any malerial alterntio~s to Equipment withant the priur writtcn consent of l.essor. All equipment, accessories~ parts and replaeement for or which are added to or become attached to Equipment ahall immediaeety bacc~ne the property of Lasor and shall be deemed incorporated ia Equipment and subject to the terms of thia Lease u if origis~:.:Sy teased hereandtr, Lessce hereby assnmes and shail bear the entire risk of loss of and damage to Equipment frorn any and every cauu whatsoevtr. No loss of or damage to Equipnxnt or any part thereof shall impair any obligstion of I.asee under thia leasq, which shall continue in full forct and ef~ect. In the event of damage of any kiud whatever to any item of Fquipmcnt (unless the same is damaged beyond repair), Lessee, at the option of I.essor, shall at Lcssee's exprn9e (st) place the samt in sood repair, condition seM workin~ order, or (b) replnae the ~me with tikc Eqaipment of the samc make and of !he samc or a later model, and in good repair, condition and working order. If Equipment, or ai~y item thereof, ~s determined by Lessor to be lost, stolen, destroyed or damaged beyond repair, Lessee shall imrnedixtely pay L.cssor therdor in cash an amount equal to t6e aggregate amoant of unpaid total rcnt for the balance of tha term of this lease or ihe amount of such unpaid toW rent allocated by Lessor to the item or items involved, as the cast may be. Upa~n such p~ymtnt this lease shall termu:atc ~~ith respect to the Equipment o~ items theseof so paid for, the Lessee thereupon shall becoine entided thereto u-is whcro-is, iM1'ttllWt warranty, express or impiied, with respect to any matter whatsoever. I.essee shall indcmnify and save Lessor harmltss from any and all liability arising art of the ownership, selection, possessi~, lnsing, renting~ operatian, controi, ase, mainterianee, deti~ery and/or retarn of Equipmrnt, bpi shall be creditec! with any amounts reeeivcd by Lessor w•ith respect thereto fro~n liability insurance protured by Lessce. I.essee shatl kccp Equipmrnt insnred against all risks of toss or damage from any rause whatsover, includi~g loss by fire, t}?eft, col- lision (if a vehide) and such other risks as are customary, for not Icss than the aggregate amount of unpaid total rent for the balanct of the tcrm of this loax, and shal! carry pubtic liability insurance. both~e rsonal injury and propcrty damage, covering Equ;pment. Ail said insurance shait be in form and amonnt and with canpanies satishctory to Lessor, Al! insurance for loss or darnage shall provide that losses, if any, shall be payable to Lessar, and atl sach liability insurance st~all be in the j~int rsames of Lessor and Leasee. Lessee shall ~y the premiums therefor and deliver to Lessor the polities of insurancs or duplicates thtreof, or other evidence satisfactory to Lessor of such insarance rnvorage. Each insurer shalt agree, by endocscment upaat the policy or policies issued by it or by independent instrumtnt fnrnished to I.essor, that it will give I.cssor 30 days' prior wri:ten notice of the effective date of any alteration or cancellation of such policy. The procetds of such insuranCe payable as sr result of loss of or damage to Equipmrnt shalt be applied, at the option of Leasor~ (a) towards the replacernent, resloratiun or repair of Equip- ment which may be lost, stolen, destroyed or damaged or (b) toward payment of the obligations of Lessee hereunder. Lessee hereby irrevocably appoints Lessor as Lesscc's attorney-in-fact to make claim for, rteeiv~ payment of, and ra~tcate artd eridorse a!1 dacumrnt~, checka ar drafts received ia payment far 2oss or d~mage under any said insurance polity. In case of the failvre of I.esace ta procure or maintain said insuranee or to comply with any other provisian of this lrase, L.essor ahalt have the right, but shall not be r~bligated, to e~iert svch insurance or c.ompiiance on bet~a:f of Lessee. In that event, all moneys sprnt by and txprnses of Lessur in e8ecting such inwrance or eompliance ahall be deemed to be - additional reni, and shall be paid by Lessee ta Lessor with the next monthl~ payrnent of rent. Lessee shall compty with a(l laws and regutations retating to, and shall prortt~tty pay when due~ al! license fets, registration fecs, assessmcnts, charges and taxes, munittipal, state and federal, exctnding, how•eve~, any taxes payable in rospect to Lessor's income, which may no~e ar hereafter be imposed upon the oN~nership, possession, leasing, rrnting, operation, contro[, ase, maintcmnce, delivery and/or return of F.quipment, and shall save I.cssor harmlcss against actual or asserted violations, and pay all tosts and expenses of evcry charactcr in con- nection therewith or aricing therefrom. ?itle to Eqnipment shal! at ail times remain in I.essor, and Lessee, at its own rost and expense, shall protect and defend the title of I.essor. Lessee shall at a11 tirsses keep Eqmpmrnt free and clear from all levin, attachmtnts, liens, encumbrances and ckargrs or other judicisl process of tvery kind whatsoever, shall give Lessor immediate written noticc thereoE and shall indemnify and savs Lessor harmless from any toss o~ damage caused thereby. I,essee will cooperste with I.essor, arxl take whatrvcr attian may bc nectssary, to enable Lessor to file, rtgister or record, and refile, re-register or rarecord, this leax in such offices as Lesso~ may determine and wherever required or permitted by law, for the proper protection of I.essor's titk Lo ~qnipment, xnd will pay all costs, charges and expenses incident thereto. ~uipmc:~t is and sha11 rcmain petsar~al propeTty irrespectiYe of its u!e oc ra8suier of attachmrnt to rralty, and Lessee wyl! not cause or permit F.qmpment ro be attached to reatty in such manner that ~t might becomt p~rt of snch rtalty w•ithout seturing the prior writtrn consent of Lessor and tne prior written agreernent af the owner (if other than I.essec) and of the mortgagee, if any, of such realty, that Equipmrnt shalt remain personal pro{xrty aad t~ay be removed at thc option of I.essee or Lessor. Leaso~ may, for the parpose of inspection, at alt reasonabie times enter vpon any job, building or piace where Equipment is locatrd and may nmor•e Equipmtnt fonhwith, withoat notice ta Ltssce, if Equipment is, in the opinion of I.essc>r, being used bcyond its capac'rty or in any manner improperiq cared for or abused. If (a) Lessee shall drfautt in the paymrnt of any rent or in making any other paymrnt hereundcr w•hen dne, or (b) Lessce shall defanlt i~ the pnyment whrn due of any indebtedness af Lessce to Lessot arising independmtly of this lcase, or (c) I.essee shali defxvlt in the pecfom~ance of any other covrnant hertin and snch detanit shatl c.ontinve for 5 day3 aftrr w•riltrn notice thereof to I.cssee by I.essor, or (d) Lessee baor»e~s insolvant or makes an asaidmt~xnt for ihe brntfit of crediton, or (e) I.esxe appties for or aonsa~ts to 4he appointma~t of s recrirer, trostee or liqtridator of Lasee or of all or a snbstantist part of the assets of Lessee, or if snch recciver, trvstee or ~ liquidator is appointed without the applicntion ot consent of I..essee, or (f) a petition is filed by or against I.esser vnder the Bankniptcy Act or any amendmrnt thereto (including, n•~thont limitation, a petition ivr reorganization, arranRrment or extension) or under any other insolvrncy law or law prmiding for the relief of debtor~. tben, if and to tht extent prrmitted by applipble 1aw, thr full ama~nt of rrnt then anpaid here- ur~der shatl txcome dae and payable forthwith at the e]tction of Lessor and I,essor may, (A) at its option, W~ithout notice or demand and ~ without teQal process, take possession of Equipment whe~ever it may be tocatedr (with a1t ~dditions and substitutionc) a•hereu~son all rights of Lesset in Equipment shall terminatc absolutely, anrl (i) rctaiss ~r~uipment awd 1?11 prior pay-ments of rent, or (ii) retain all prsor payments and ~ either xll Equipmmt (applyin~ net proceeds to balance af rentl or retain Eqniprnent (crediting Lessre r~conahle vatue), I.esset rernain- ing liabie for any defic+cncy; (B1 recaver balance of rent arid other artxwnts dne herrundrr; (C) pursue any other rernedy at law or in equity. AII rerned~es are cumulative anci snxy, to the extent permitted by i~w, be exercised ccmcarrrntly or se~rarately and exercise of one s~all not be an election or prtcSude exercise of any other, exaept that in Aiabatna Lessee shalt not bt liable for any feirther payments if F~uipment is reposstssed by Lessor. Lessee hereby irrevacably aathorizes any attornry of any conrt of record to appear for and confess 7udgmcnt against Le~see (except in Indiana an$ any other state where snch action is not permitted by law) for atl unpaid rrnts and other monies dne ht~tunder, plus 15'~6 added fot expenses and attorneys' fecs withaut star of execution, and Lesset hereby waivcs and releases rtlief from any and all appraiserrser?t, stay, OT ~XCT[I~ttGll IdWS then in forct. Y.esSOr and I,essee waive any and a11 right to a trial by jury in any action ar procecYlin~ tesed herron or relating to the sub)ect matter hereof. No faiinre on the p~:rt of Y.es~~r to txercise, and no delay in exercisin¢, ury right or remedy txreimder shall eperatr u a waivcr thereof ; nor shatl any sinqle or partial exercise by L.essor of any riRht or rcmedq herenndrr preclade arry ot~ner ar fnrther eaercise thereof or the e<errisc of ~nq other right or remedy. Time is of the essence of this tease and shall not bt atfetted bp acceptance of any overdue paymrnt. Should I.essee faii to pay anq pnrt of the rent herein resernd or any other sum rcquired to be paid by L.essee to I.essor hertKmder, Lesaee shail gay Lessor interest on such detinqvent payment at tht highest tawful contract ratt from the eiate wf~tn sac~f ~et~t v~as due nntil paid, and eapenses of cotiection, incinding reasonable attorneys' fees. L.tssor cwer?ants to and with Lesser that I.essor is the lawful owner of Eqnigmrnt, frre fram all tiens and enenmbrances, and that npon I.esset s paying the rcnts and performitag the promisra, terms and conditions hereof, Lrs~et shali peaceably and qaietly hold, possess ancl nse ~~ui~snent daring the ttrnt of thi~ ]ease withoat hindrance. On ternunation of this Lraae, I.essee ahalt, at its own cost and expcnst, return Eqvipment to Lessor at an address specified by I.essor in the rame condition as received, reasonahle wear and tear and nornut depreciatien exceptrd. If the item "Pnrchase Option paymmt" on the face hereof is cotnpleted, I,essee shatl have the optian, if I.esset is nnt in default herennQer, to panchast Eqaipmunt as s whote but not in part, as-is whtre-is, at the end of the or4ginal trrm of this Iease, or arithin 30 daqn thereafter, npan payment of the sam ~bted on the face hereod. This contratt eot~tains the tntire agreement of the parties and m~q nat be modif~ed rxcept in writing. If sny prorisions Inreof rnnflict avith an~ statate ot rak of law of ar~ jatisdiction wherrin it msy be sonqht to be enforced, thm such pro~s~ptn dsemed n~d M the extrnt that the7 mqr conflict therewith, bvt withont invaliclating 4he rtmaininq pzovisions hereof.