Exhibit 10.8
EQUIPMENT LEASE AGREEMENT
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LESSOR DIMENSION FUNDING AGREEMENT 21835
00000 Xxxxxxx Xxxxxx. Xxxxx 000
Xxxxxx, XX. 00000
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EQUIPMENT
DESCRIPTION QUANTITY MODEL # SERIAL #
See Schedule "A" Attached Hereto And Made A Pan Here
of
EQUIPMENT LOCATION IF OTHER THAN BILLING ADDRESS OF LESSEE
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TERM & RENT TERMS AND CONDITIONS
INITIAL TERM
36 MONTHS The words YOU and YOUR mean the Losses. The words WE, US and OUR
rotor to the Lessor indicated on reverse.
MONTHLY RENTAL
PAYMENT $1 ,547.00 1. RENTAL AGREEMENT We agree to rent to you and you agree to
INCLUDING & APPLICABLE TAX rent from us the equipment listed above (*Equipment'). You
ADVANCE promise to pay us the rental payment according to the payment
1st & LAST PAYMENT schedule shown above. The, parties Intend this Agreement to be a
$3,094.00 finance lease under Article 2A of the Uniform Commercial Code.
(CHECK MUST ACCOMPANY
LEASE) 2. TERM AND RENT: The initial term shall commence on the day
that any of the Equipment is delivered to you (The Commencement
Date). The installments of rent shall be payable in advance at
the time and in the amounts provided above, commencing on the
Commencement Date and subsequent payments shall be duo on the
some date of each successive period thereafter until all rent
and any additional rent or expenses chargeable under this
Agreement shall have been paid in full Lesse obligation to pay
the rent and other obligations norounder shall be absolute and
unconditional and are not subject to any abatement, set-off,
defense or counter-claim for any reason whatsoever
3. NO WARRANTIES: We are renting the Equipment to you 'AS IS*.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE IN
CONNECTION WITH THIS AGREEMENT. We transfer to you for the term
of this Agreement any warranties Made by manufacturer or
supplier to us. NEITHER SUPPLIER NOR ANY AGENT OF SUPPLIER IS AN
AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR MODIFY ANY TERM OR
CONDITION OF THIS AGREEMENT
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LESSEE VILLAGEFAX COM PHONE NO: 000-000-0000
BILLING ADDRESS: 00000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX. 00000
THIS AGREEMENT IS NOT CANCELABLE
BY X /s/ Xxxx X. Xxxxxx Chief Financial Officer 11- 4- 99
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AUTHORIZED SIGNATURE TITLE DATE
PRINT NAME: Xxxx Xxxxxx
THE TERMS AND CONDITIONS PRINTED WITHIN AND MADE A PART HEREOF
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GUARANTY
To Induces Lessor: enter into the within Agreement. The undersigned (jointly
and severally, if Me MM one) unconditionally guarantees to Lessor the prompt
payment when due of all Lessee's coligations to Lease under the Agreement
including without
limitation every (enter installment the accelerated balance of rents,
administrative charges, collection charges, and interest Lessor shall not co
required to produced against lessee or equipment or to enforce any of its other
remedies before proceeding against trio undersigned The undersigned agrees in
pay all reasonable attorney's law court costs and other expenses incurred by
Lessor by reason of any default by Leasee the undersigned waives notice of
acceptance hereof and ail the other notices or demands of my kind to which in
undersigned May be entitled wept demand for pay the undersigned contents to any
extensions of time or modification of amount of payment granted to Leasee and
the release and/or compromise of any obligations of Leasee or any other
obligators and/or guarantee without In any way releasing the undersigned's
obligations hereunder INS is a continuing Guaranty and shall not to discharged
or affected by your administrators representatives, successors and assigns
Guarantee waives any fight of surogation, indemnity reimbursement and
contribution by lessee. This Guaranty shall continue to effective or reinstated,
as applicable it at any time payment of any part of the obligations under the
Agreement is represented or otherwise required to be returned by Lessor upon the
insolvency, bankruptcy, or reorganization of Lessor or upon the appointment of a
receiver, insued or entitled officer for lease or -is assigned or although
though such payment to I sow had not boon made, regardless of whether Lessor
contested the order requiring the of such payment This Guaranty may be enforced
by or for Me center any assigned or successor of Loom Nothing shall discharge or
safely the undersigned's liability except the full performance and payment of a
the lessee's obligation to Lessor with Interest. THE UNDERSGINED CONTESTS TO THE
PERSONAL JURISDICTION OF THE COURTS OF THE STATE Of NEW JERSEY WITH RESPECT TO
ANY ACTION ARISING OUT OF ANY LEASE, GUARANTY SETTLEMENT AGREEMENT PROMISSORY NO
NOTE OR OTHER ACCOMODATION OR AGREEMENT WITH LESSOR. THIS MEANS THAT ANY LEGAL
ACTION FILED AGAINST THE LESSEE AND/OR GUARANTORS A BE FILED IN NEW JERSEY AND
THAT LESSEE AND/OR ANY OF THE GUARANTORS MAY BE REQUIRED TO DEFEND AND LITIGATE
ANY SUCH ACTION IN NEW JERSEY Lessee and all Guarantors agree that that of
process by Certified mail return receipt requested, shall be deemed the
equivalent of personal service in any such action. Any legal a concerning this
Agreement shall be governed by and construed according to the laws of the State
of New Jersey.
X________________________________ X__________________________________
Witness Signature Date Guarantor Signature Date
________________________________ __________________________________
Print Name Print Name
X______________________________
Guarantor Signature Date
______________________________
Print Name
4. OWNERSHIP REDELIVERY AND RENEWAL: We are the owner of the Equipment and
have title to the Equipment. To protect our rights in the Equipment in the event
this Agreement is determined to be a security agreement, you hereby grant to us
a security Interest In the Equipment and all proceeds, products, rents or
profits therefrom. In states where permissible, you hereby authorize us to cause
this Agreement or any statement or other instrument in respect to this Agreement
showing our Interest in the Equipment, including Uniform Commercial Code
Financing Statements, to be filed or recorded and re-filed and re-recorded and
grant us the right to execute your name thereto. You agree to execute and
deliver any statement or instrument requested by us for such purpose. You agree
to pay or reimburse us for any searches, filings. recordings, stamp feet or
taxes (slated to the filing or recording of any such Instrument or statement. No
more then one hundred eighty (160) clays but not lose then ninety (90) days
prior to the expiration of the Initial tam or any renewal term at this Agreement
you shall give us written notice of your intention to either return the
Equipment to us or purchase Me Equipment, as provided below. Provided you have
given such timely notice, you shall return the Equipment, freight and insurance
prepaid, to us, in good repair condition and working order, ordinary wear and
tear excepted, in a manner and to a location designated by us or remit the
purchase option, if you fall to so notify us, or having notified us, you fad to
return the Equipment as provided herein, or fail la remit the purchase option,
this Agreement shall (anew for additional terms of One (1) months each at a
periodic rent equal to 100% of the rent provided herein.
5. OPTION TO PURCHASE: We hereby grant to you, provided you are not in default
hereunder, the option to purchase, "as is" without express or implied warranties
all (not pan) of too Equipment at the expiration of the term of INS Agreement
for ft then fair market value plus all applicable taxes.
6. MAINTENANCE, RISK OF LOSS, AND INSURANCE. You am' responsible for Installing
and keeping the Equipment In good working order. Except for ordinary wear and
tear you a(* responsible for protecting the Equipment from damage and loss of
any kind. If the Equipment is damaged or lost, you agree to continue to pay
rent. You agree during the term of this Agreement to keep the Equipment fully
insured against damage and loss, naming us as the lost payee, to obtain a
general public liability insurance policy from A company acceptable to us,
Including us, as an additional insured an the policy. You agree to provide us
certificates or other evidence of insurance, If you do not, you agree that we
have me right but not the obligation to obtain such insurance, in which event
you agree to pay us to( all costs thereof.
7. INDEMNITY; We are not responsible for any losses or injuries Caused by ft
Installation, removal or use of the, Equipment. You shall Indemnify and hold us
harmless from and against any claims, actions. proceedings, damages, expenses
and costs (Including attorney's fees and costs) arising out of In connection
with the Equipment of this Agreement Including without limitation the
possession, use, rental, operation and return of the Equipment.
8. TAXIES AND FEES; You agree to pay when due or reimburse us for all taxes,
fees, and penalties relating to use or ownership of the Equipment or to this
Agreement, now or hereafter imposed, levied of assessed by any or assessed by
any state, federal or local government or agency You agree to pay us a fee of
$67-50 to reimbursed us for the expense of preparing financing statements and
for other documentation costs.
EQUIPMENT LOCATED IN VARIOUS STATES Is subject to sales tax which require that
tax be paid up front. If you choose to pay this tax up front, you may include,
with your security deposit, your check for ft current percent of tax applied to
the cost of Equipment. If you do not include payment up front, you authorize us
to advance me tax and increase your monthly payment by an Amount equal to the
current tax percentage applied to the monthly rental shown above,
9, LOCATION OF EQUIPMENT: You will keep and use the Equipment only It your
address shown above. You agree that the Equipment will not be removed from that
address unless you got our written permission In advance to move ft.
10. DEFAULT AND REMEDIES: It you (a) fall to pay rent or any other payment
hereunder when duo; or (b) fall to perform any of the terms, covenants or
conditions at this Agreement after ten (10) days written notices; or (c) become
insolvent or make an assignment for the benefit of creditors: or (d) a receiver.
trustee, conservator at liquidator is appointed with of without your consent.
you Wag be in default under the Agreement and, we may to the extent permitted by
applicable low, exercise any one or more Of the following remedies; (i) declare
due, xxx for and receive from you the sum of so rental payments and other
amounts then due and owing under this Agreement or any schedule thereto, plus
the present value of (x) the sum of the rental payments for the unexpired term
Of this Agreement or any schedule hereto discounted at the rate of 8% per annum
and (y) the anticipated value of the Equipment at the end of the Initial term or
applicable renewal farm of the Agreement (but in no went lose than 15% of the
original cost of the Equipment) discounted at the (ate of 5% per annum and upon
recovery of the some in full, the Equipment shall become your property-, (11) to
similarly accelerate the balances, due under any other agreements between us',
(lit) to take immediate possession of the Equipment, and to 10460 or veil the
Equipment or any portion thereof. upon such terms gig we may elect. and to apply
the net proceeds. less reasonable selling and administrative expanses, on
account of your obligations hereunder; (iv) charge you interest on all monies
due us from and after the data of default at the rate of one and one third
percent (1-1/3%) per month until paid but in no event Mate than the maximum rate
permitted by law. (v) require you to return all Equipment at your expense to a
place reasonably designated by us; (vi) to charge you for all the expenses
Incurred In connection with the enforcement of any of our remedies Including ail
costs of collection, reasonable attorney's fees and court costs, When ever any
payment is not made by you when due hereunder, you agree to pay us, not later
than one Month thereafter, as an administrative charge to offset our collection
expenses, an amount calculated at the rate of ten cents per one dollar for each
such delayed payment, or $13 whichever Is higher, but only to the extent
permitted by law. Such amount shall be payable In addition to ail amounts
payable by you as a result of the exercise of any of the remedies provided
herein. All our remedies are cumulative, are in addition to any other remedies
provided for by low and may. to the extent permitted by law, be exercised either
concurrently or separately Exercise of any on remedy shall not be deemed an
election of such remedy or to preclude the exercise of any other remedy, No
failure an our part to exercise any right of remedy and no delay in exercising
any right or remedy shall operate as a waiver of any right of remedy or to
modify the terms of this Agreement. A waiver of default shall not be construed
as a waiver of any other of subsequent default. We shall retain the sum set
forth above as, a security deposit for your performance of your obligations
hereunder. Upon lawful termination of this Agreement, Provided You are not In
default the Security Deposit shall be returned to you. No Interest shall be paid
upon said Security Deposit. In the event of default we may apply said Security
Deposit to cure any default.
11. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL. TRANSFER. ASSIGN THIS AGREEMENT OR
SUBLEASE THE EQUIPMENT. We may sell. assign or transfer this Agreement, without
notice, You agree that 4 we 460, assign or transfer this Agreement, Me new owner
will have Me some rights and benefits that we have now and will not have to
perform any of our obligations. You agree the right of the now owner will not be
subject to any claims, defenses, or set offs that you may have against us, In
this event of a sale, assignment or transfer, we agree to remain responsible for
our obligations hereunder.
12. CONSENT TO JURSIDICTION AND GOVERNING LAW: YOU CONSENT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW JERSEY NTH RESPECT TO ANY ACTION
ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT. THIS MEANS THAT ANY LEGAL ACTION
FILED ILE 0 AGAINST YOU MAY BE FILED IN NEW JERSEY AND THAT YOU MAY BE REQUIRED
TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY. You agree that service of
process by Certified mail, return receipt requested shall be deemed the
equivalent of personal service in any such action. However, nothing In this
paragraph shall be construed to limit the jurisdictions In which suit may be
filed by any party to this Agreement or the means of obtaining service of
process in any such suit. This Agreement shall be governed by and construed
according go Me Ism of the State of Now Jersey. TO THE EXTENT PERMITTED BY LAW,
YOU WAIVE TRIAL BY JURY IN ANY ACTION HEREUNDER YOU HERE13Y WAIVE ANY AND ALL
RIGHTS AND REMEDIES GRANTED YOU BY SECTION 2A-508 THROUGH 2A-522 OF THE UNIFORM
COMMERCIAL CODE.
13. CUSTOMER P.O.. You agree that any Purchase Order Issued to us Covering the
rental of this Equipment, Is Issued for purposes of authorization and your
internal use only, and none of its terms and conditions shah modify the terms of
this Agreement.
ENTIRE AGREEMENT: This Agreement contains the entire arrangement between you and
us and no modifications of this Agreement shall be effective unless in and
signed by the parties
Leesee X Xxxx X Xxxxx Title Chief Financial Officer Date: 11-4-99
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Accepted: By:__________________________ Title:____________ Date: ___________
Lessor: Dimension Funding
