Contract
1.7 Receip t of Payments . You will make all payments required under this
BCL-EQUIPMENT
Agreement to us at such addres s as we may specify in writing. If any Rental
Payment or other amount payabl e to us is not paid v^^thin 5 days of its due
date, you will pay us a late charg e of 10% of each late payment (or such lesse r
rate as is the ma.ximum rate allowable under applicable law). We may charg e
LEASING LLC
you a fee of $50.00 for any check that is returned or ACH that is rejected.
Lesso r is hereby authorized to instruct Lessee' s banks to send Lesso r ACH
payments directly from Xxxxxx' s bank account s in the event Lesse e is 10 days
delinquent in paying any amounts due under this Agreement.
1.8 Additional Security. Lesse e has also provided, or cause d to be provided,
and hereby pledge s the following additional security to protect Lesso r under
this Agreement Lessee : the equipment listed on Exhibit 1.8 attached hereto.
This MASTE R LEAS E AGREEMEN T ("Agreement" or 'Lease") is dated as of |une
2. NO WARRANTIES . WE ARE LEASIN G THE PROPERT Y TO YOU "AS-IS. "
2014 between BCL-EQUIPMENT LEASING LLC, an lllinois limited liability
YOU ACKNOWLEDG E THAT WE PURCHASE D THE INITIAL PROPERT Y AT
company (herein called "Lessor " and also referred to as "we", "us", or "our")
YOU R REQUES T FRO M VENDOR S YOU SELECTE D AND THAT WE DID NOT
MANUFACTUR E TOE PROPERTY . YOU ACKNOWLEDG E THAT ALL
with an addres s at 000 Xxxxx x Xxxx., Xxxx. 000, Xxxxxxxxxx, Xxxxxxxx 00000, P;
SUBSEQUEN T PROPERT Y WILL BE SELECTE D BY YOU AND WILL BE
000-000-0000, F: 000-000-0000, and HII TECHNOLOGIES , INC., a Delaware
PURCHASE D BY US FRO M WHATEVE R MANUFACTURER S OR SUPPLIER S
corporation ("Lessee " and also referred to as "you" or "your") with an addres s at
YOU SELECT , ON SUC H TERM S AS YOU SPECIFY .
000 X. Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxx x 00000, P: 000-000-0000.
WE DO NOT REPRESEN T TOE MANUFACTURE R OR SUPPLIE R OF THE
PROPERTY , WE MAK E NO WARRANTIES . EXPRES S OR
IMPLIED.
INCLUDIN G WARRANTIE S OF MERCHANTABIUT Y OR FITNES S FOR A
1. LEASE AGREEMENT; DELIVERY AND ACCEPTANCE .
PARTICULA R PURPOS E OR OTHERWISE . YOU AGRE E THAT REGARDLES S
1.1 Property Leased . You agre e to leas e from us the personal property
OF CAUSE . WE ARE NOT RESPONSIBL E FOR AND YOU WILL NOT MAK E ANY
including the hardware and softivare (collectively "Property") described in
CLAIM AGAINS T US FOR ANY DAMAGES , WHETHE R CONSEQUENTIAL ,
Schedule 1 hereto and in future schedule s as may be agreed upon by Xxxxx x
DIRECT , SPEOAL . OR INDIRECT . YOU AGRE E TOAT
NEITHE R
and Xxxxxx , on the terms and conditions herein.
MANUFACTURER , SUPPLIE R NOR ANY SALESPERSON , EMPLOYE E OR
AGEN T OF MANUFACTURE R OR SUPPLIE R IS OUR AGEN T OR HAS ANY
The Property' described in Schedul e 1 shall be referred to as "Initial Property"
AUTHORIT Y TO SPEA K FOR US OR TO BIND US IN ANY WAY.
WE
and the Property described in subsequen t schedule s shall be referred to as
TRANSFE R TO YOU FOR THE TER M OF THI S AGREEMEN T (OR UNTIL A
"Subsequen t Projperty."
DEFAUL T OCCUR S HEREUNDER ) ANY WARRANTIE S MAD E BY THE
1.2 Advanc e Payment Upon your acceptanc e of this Agreement and payment of
MANUFACTURE R OR SUPPLIE R UNDE R A SUPPL Y CONTRACT . THI S
the Advanc e Payment (as defined below), and provided that Lesso r and Lesse e
AGREEMEN T IS IRREVOCABL E TO YOU FOR THE FUL L LEAS E TERM . YOU R
have both execute d the required other documentation required by Xxxxxx , the
OBLIGA 'nO N TO PAY ALL AMOUNT S PAYABL E BY YOU UNDE R XXX X
Xxxx e will commenc e (such date, the "Leas e Commencement").
AGREEMEN T IS ABSOLUT E AND UNCONDITIONA L AND WILL NOT BE
SUBIEC T TO
ANY ABATEMENT , REDUCTION , SETOFF , DEFENSE ,
The Advanc e Payment consist s of: (a) the first Initial Term Rental Payment
COUNTERCLAIM , INTERRUPTION , DEFERMEN T OR RECOUPMEN T FOR ANY
(as defined below) due under this Agreement; and (b) a non-refundable
REASO N WHATSOEVER , INCLUDIN G ANY DEFEC T IN THE PROPERT Y OR
•'Securit\ Deposit" of $646,933.33 and (c) an origination fee of $32,346.66.
GOOD S AND SERVICE S PROVIDE D HEREUNDER .
IN THE EVEN T A
Collectively, (a) and (b) are referred to as the "Advanc e Payment."
MAINTENANC E AGREEMEN T IS COVERE D UNDE R THE LEASE , YOU
1.3 Term. This Leas e with respect to the Initial Property shall consist of: (a)
ACKNOWLEDG E THAT
WE HAV E
NO
OBLIGA 'nO N
FOR
THE
an interim term ("Interim Term"): and (b) an additional 24 month term (the
PERFORMANC E OF SUC H MAINTENANC E AND YOU SHAL L HOL D US
"Initial Term." which together with the Interim Term is the "Leas e Term").
XXXXXXX S FRO M ANY CLAIM S RELA-HN G TO SUC H MAINTENANC E
AGREEMENT .
YOU HEREB Y FURTHE R REPRESENT , CONFIRM , AND
The Interim Term with respect to Property shall run from Leas e
WARRAN T THAT IN THE EVEN T MANUFACTURE R OR SUPPLIE R FAIL S TO
Commencemen t to the last day of the calendar month in which Leas e
PROVID E SUPPORT , SERVIC E OR MAINTENANC E OR IF YOU
ARE
Commencemen t occurs (with respect to Initial Property) or in which a future
DISSATISFIE D WITH THE SUPPORT , SERVIC E OR MAINTENANC E
schedul e is approved (with respect to Subsequent Property). The rental
PERFORME D BY MANUFACTURE R OR SUPPLIER , YOU RECOGNIZ E THAT
payment and other charge s for the Interim Term shall be prorated and
SUC H EVENT S SHAL L NOT AFFEC T YOU R PAYMEN T AND XXXX R
computed by converting the Rental Payment and any applicable taxe s to a
OBLIGA-nON S UNDE R THE LEASE . YOU AGRE E THAT YOU WILL NOT SEE K
daily rate base d on a 30 day month. For the sak e of clarity, these payments
ANY REUE F FRO M US AS A RESUL T OF THE FAILUR E OF MANUFACTURE R
are components of the Advanc e Payment and shall be paid as provided in
OR SUPPLIE R TO PERFOR M SUC H SUPPORT , SERVIC E OR MAINTENANC E
Sectio n 1,2 above,
You agre e that we assum e no liabilify for and make no representation as to the
1.4 Rental Payments . The Initial Term shall commenc e on the first day of the
treatment of the Lease , the Property or the Rental Payment s for financial
month following Leas e Commencemen t and shall continue thereafter to be
statement or tax purposes. For the term of the Leas e (or until a defiiult has
paid on the xxx e day of each subsequen t month and shall continue for 24
occurred hereunder) we hereby assig n to you any and all Supplier's warranties,
months.
service agreement s and patent indemnities, if any, with respect to the Property
to the extent they are assignabl e by us, provided, however, that your sole
During the Leas e Term, monthly rental with respect to the Initial Property
remedy for the breach of any such warranty or indemnification shall be against
shall be $150,768.62 per month. Suc h monthly rental payments (along with
the Manufacturer or Supplier and not against us, nor shall any such breach have
any monthly rental payments for any Subsequen t Property) shall be referred
any effect whatsoever on the rights and obligations of either party with respect
to as "Rental Payments. "
to this Lease ,
The Rental Payment s v\'ith respect to the Initial Property shall be firm for the
3. USE AND REPAIR ; RETURN . You will maintain the Property in accordanc e
entire term of the Agreement, except that if the financial information
with manufacturer recommended standards and in compliance with all
furnished to Lesse e is false or incorrect, then Lesso r has the right to adjust the
applicable operating standards. At your cost, you will keep the Property in
Rental Payment s to account for such additional risk and to maintain Lessor' s
compliance with all applicable laws and in substantially the xxx e condition as
economi c return. Lessee' s obligation to make Rental Payment s under the
it was at Leas e Commencement , except ordinary wear and tear. You will
Agreement shall be absolute and unconditional. Rental payments for
make all alterations or additions to the Property that are required by the
Subsequen t Property shall be at a rate of $46.61 per $1,000 of Lessor' s Capital
manufacturer, or by law. Otherwise, you will not make any alterations,
Cos t with respect to such Subsequen t Property.
additions or replacements to the Property without our prior written consent.
1.5 Capitalized Cost . Lessor' s "Capitalized Cost " with respect to the Initial
All alterations, additions and replacements will becom e part of the Property
Property is $3,234,666.54.
at no cost to us We may inspect the Property' at any reasonabl e time. Unles s
you purchas e the Property in accordanc e with this Agreement, at the end of
1.6 Taxe s and other Costs . In all cases , Lesse e is solely responsible for any
this Agreement you will immediately deliver the Property' to us at your cost
sales , use, or property taxe s (collectively. 'Taxes" ) and shall pay such amounts
and expens e in as good condition as at Leas e Commencement , except for
to Lesso r when and as demanded by Xxxxxx .
ordinary' wear and tear, to any place in the United State s that we tell you. All
Lesse e is responsible for all cost s associate d with the possession , control, and
Property returned to us must be eligible, without any additional cost to us, for
operation of the Property', including but not limited to repair and
any manufacturer's certification and/or maintenance warranty', return, or
maintenance expenses , insurance, titles and taxes. Lesse e agree s to pay
similar program, or at our option you will pay us an inspection and
Lesso r for all costs, including UCC search and filing fees , equipment inspection
refurbishment fee equal to 10% of the Lessor' s Capitalized Cos t for such
fees, a documentation fee to offset applicable administrative cost s and legal
Property returned. You will pay all expense s of deinstalling, crating and
cost s including attorneys' fee s incurred by Lesso r and its assign s in
shipping to us at the location indicated by us, and you will insure the Property
committing and closing the Agreement, and reasonabl e legal cost s and
for its full replacement value during such shipping.
attorneys' fee s in order for Lesso r to enforce the Agreement
LP 4970623.5 \1
Lessee Initials
4. TAXES AND FEES. You will pay when due, all taxes, fines and penalties
account in computing our income tax liabilities all items of income, deduction
relating to this Agreement or the Property that are now or in the hiture
(including depreciation), credit, gain or loss relating to ownership of the
assesse d or levied by any state, local or federal government authority. For
Property as are provided to owners of similar Propert>' under the Internal
Property subject to personal property ta.xes , to liquidate such taxe s you agre e
Revenu e Cod e and applicable state and local tax laws, (collectively, the "Tax
to pay us an annual amount ("Assesse d Amount"! which shall be base d upon
Benefits").
the Property price, reduced by depreciation calculated in accordanc e with
applicable depreciation schedule s used by the applicable taxing jurisdiction at
In such event, if we lose, are delayed in claiming, are required to recapture, or
the applicable tax rate. The Assesse d Amount shall be payabl e by you without
cannot claim as a result of a written opinion of Xxxxxx' s tax advisor, all or any
regard to any discounts or reduction we may obtain by reason of early
portion of Tax Benefits, or if we are required to include in our gros s income
payment or otherwise. We will file personal property, use or other tax returns
with respect to any Leas e any amount at any time other than Rental Payment s
(unless we direct you otherwise). We have no obligation to contest any taxes,
and other amounts as and when accrued in accordanc e with the expres s
liens or penalties. You will pay estimated property taxe s with each Rental
terms of the Leas e (together, "Tax Loss"), then, upon our demand all further
Payment or annually, as invoiced.
rental payments shall be increased by an amount, which shall in either cas e
maintain Lessor' s anticipated return from this Leas e transaction on an after
5. LOS S OR DAMAGE . You are responsible for any loss, theft or destruction
tax basis, base d on an assume d combined Federal, state and local income tax
of, or damag e to any of the Property (collectively "Loss" ) from any caus e at all,
rate for Lesso r of 38% and other assumptions originally used by us in setting
whether or not insured, until it is delivered to us at the end of this Agreement.
the Rental Payments , You shall also pay us on demand all interest, cost s
You are required to make all Rental Payment s even if there is a Loss . You
(including attorney costs), penalties and additions to tax associate d with the
must notify us in uTiting immediately of any Loss . Then, at our option, you
Tax Loss , You shall be under no obligation to make a payment under the
will either (a) repair the Propert\ so that it is in good condition and working
preceding paragraph relating to a Tax Los s to the extent that the Tax Los s is
order, eligible for any manufacturer's certification, or (b) pay us the amounts
cause d by our failure to have sufficient taxable income to benefit from any
specified in Sectio n 11(b) below.
Tax Benefits. We shall have no obligation to contest any Tax Loss .
6. INSURANCE . You will provide and maintain at your expens e (a) property
10. DEFAULT. Eac h of the following is a "Default" under this Agreement: (a)
insurance against the loss, theft or destruction of, or damag e to, the Property
you fail to pay any Rental Payment or any other payment within 5 days of its
for its full replacement value naming us as loss payee ; and (b) public liability
due date, (b) you do not perform any of your other obligations under this
and third party propert\ insurance, naming us as an additional insured. In the
Agreement or in any other agreement with us and this failure continues for
cas e of motor vehicles, such public liability insurance shall be in the amount
10 days, (c) you becom e insolvent, you dissolve or are dissolved, or you
of at least one million dollars combined single limit. You will give us
assig n your asset s for the benefit of your creditors, or you file bankruptcy, or
certificates or other evidenc e of such insurance upon delivery of the Property.
an involuntarily bankruptcy is filed against you, (d) you have, in our
reasonabl e judgment, a major xxxxx e in ownership or control, (e) any
Suc h insurance will be in a form, amount and with companie s acceptabl e to
guarantor of this Agreement dies, doe s not perform its obligations under the
us, and will provide that we will be given thirty (30) days advanc e notice of
guaranty or become s subject to one of the events listed above.
any cancellation or material xxxxx e of such insurance. If you do not give us
such evidenc e of insurance, or if you request coverage , we have the right, but
11. REMEDIES. If a Default occurs, we may: (a) Cance l or terminate this
not the obligation, to arrange either property insurance or liabiUty insurance
Agreement and/or any other agreement s that we have with you; (b) Require
or both at your expens e to protect our interests.
you to pay us as compensation for loss of our bargain and not as a penalty, the
Your expens e may include the fiill premium paid by us (not reduced by any
Liquidated Damage s provided for in Sectio n 8; (c) Require you to deliver the
credit or refund due or paid to us) and any customary charge s or fee s of ours
Property to us as set forth in Sectio n 3; (d) Peacefull y reposses s the Property
and of our designee(s ) associate d with such insurance. You agre e to pay such
without court order and you will not make any claims against us for damage s
amounts in equal installments allocated to each Rental Payment plus interest
or trespas s or any other reason, (e) Notify any manufacturer to revoke any
on such amounts at the lesse r of the highest rate permitted by law or 3% per
applicable software licenses , terminate acces s to software, and terminate
month, non-cancellable for the full term of the Lease . If insurance is placed by
other support, and (f) Exercis e any other right or remedy available at law or
us, you will cooperate with our insurance agent with respect to the placement
in equity.
of insurance and the processing of claims.
You w i ll pay all of our costs of enforcing our rights against you, including
Nothing in this Agreement will create an insurance relationship of any type
attorneys' fees (both inside and outside counsel). If we take possessio n of
between us and any other person. You acknowledge that we are not required
the Property, we may, but are not required to, re-leas e the Property, sell or
to secur e or maintain any insurance, and we will not be liable to you if we
dispos e of it with or without notice, at a public or private sale and apply the
terminate any insurance coverag e that we arrange. If we replace or renew
net proceed s (after we have deducted all cost s related to the sale or
any insurance coverage , we are not obligated to provide replacement or
disposition of the Property) to the amounts that you owe us. You agre e that if
renewal coverag e under the xxx e terms, costs, limits, or conditions as the
notice of sale is required by law to be given, 10 days' notice shall constitute
previous coverage . You hereby appoint us as your attorney-in-fact to make
reasonabl e notice. You will remain responsible for any amounts that are due
claims for, receive payment of, and execut e and endorse all documents, check s
after we have applied such net proceeds. For the sak e of clarity, our remedies
or drafts for loss or damag e under any of your insurance poUcies .
are cumulative. For the sak e of further clarity, while som e of these remedies
are of a nature t>'pically associate d with security interests under Article 0 of
7. TITLE; RECORDING . We are the owner of and will hold title to the
the Uniform Commercial Code , the parties agre e that this Agreement is a true
Property throughout the Leas e Term, except to the extent the Property
leas e rather than a security agreement and further agre e that to the extent a
includes licensed software in which event you shall maintain a perpetual right
court of competent jurisdiction nonetheles s determines this Agreement
to use and posses s such software and shall abandon such perpetual right at
constitutes a security agreement that Lesso r has all of the rights provided
the end of this Agreement. If any other person attempts to claim ownership of
herein.
the Property by asserting a claim against you or through you, you agree , at
your expens e to protect and defend our title to the Property. You will keep the
12. FINANC E AGREEMENT STATUS. You agre e that if Article 2A of the
Property free of all liens and encumbrance s and you shall give us immediate
Uniform Commercial Cod e applies to this Agreement, this Agreement will be
notice if any legal proces s or hen is asserte d or made against the Property.
considered a "finance lease " as that term is defined in Article 2A. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL
You agre e that each Leas e is cross collateralized with all Lease s you have with
RIGHTS AND REMEDIES CONFERRED UPO N A LESSEE BY ARTICLE 2A.
us and in the event of your default of any Lease , we may exercis e our rights
and remedies as if you had defaulted on all Leases . If this transaction is
13. ASSIGNMENT . YOU MAY NOT ASSIGN , SUBLEASE , SELL , OR TRANSFE R
deeme d to be a leas e intended for security, then you grant us a security
THE PROPERT Y OR YOU R INTERES T IN THI S AGREEMENT . We may, without
interest in the Property. You will deliver to us signed financing statements or
notifying you, sell, assign , or transfer this Agreement and our rights in the
other documents we request to protect our interests under this Agreement.
Propert>'. You agre e that the new holder will have the xxx e rights and
YOU AUTHORIZ E US TO HLE A COP Y OF THI S AGREEMEN T AS A
benefits that we have now under this Agreement but not our obligations. The
FINANCIN G STATEMEN T AND APPOIN T US OR OUR DESIGNE E AS YOU R
rights of the new holder will not be subject to any claim, defens e or set off that
ATTORNE Y IN-FAC T TO EXECUT E AND FILE ON YOU R BEHALF , FINANCIN G
you may have against us.
STATEMENT S PROTECTIN G OUR INTEREST S UNDE R THI S AGREEMEN T
14. END OF TERM; PURCHASE; EARLY BUYOUT; RETURN; RENEWAL. If no
AND IN THE PROPERT Y AND COLLATERA L HEREUNDER .
event of Default has existed under this Agreement, you may elect to purchas e
8. LIQUIDATE D DAMAGES . Liquidated Damages . We are entitled to the
the Property for the greater of its Fair Market Value (as defined below) or
"Liquidated Damages " in the event of your Default (as defined below) under
20% of the Lessor' s Capitalized Cos t for such Property. Any election to so act
this Agreement, which shall be our anticipated benefit from this Leas e
is referred to as the 'Turchas e Option." Provided, however, that you must
transaction. Our Liquidated Damages , as stipulated to herein, shall include
provide Lesso r with 180 days' notice of your intention to exercis e the
any Tax Benefits (as hereafter defined) which may be associate d with Xxxxxx' s
Purchas e Option,
ownership of the Property plus a) the present value of all remaining Rental
IF YOU DO NOT ELECT THE PURCHASE OPTION THEN THE TERM OF THIS
Payment s attributable to such item, using a discount rate of 2% plus (b) the
LEASE SHALL AUTOMATICALLY BE EXTENDED FOR A PERIOD OF ONE
Fair Market Value of the Property at the time of such Default, with a minimum
YEAR (the "Extension") WITH ALL MONTHL Y PAYMENTS REMAININ G
of 20% of the Capitalized Cos t associate d w i th such Property,
THE XXX E AS IN THE LEASE TERM. At the end of the Extension you shall
9. TAX INDEMNITY . If we are treated for Federal, state and local income tax
either surrender and deliver the Property in accordanc e with Sectio n 3 of this
purposes as the owner of the Property, we shall be entitled to take into
Agreement or purchas e the Property for the greater of its Fair Market Value
LP 4970623,5,38656-97721
Lessee Initials
or 20% of the Lessor' s Capitalized Cost for such Property. For the sake of
extent that any provisions of any such applicable law may be waived, they are
clarity, the Purchas e Option must be elected with respect to all or none of the
hereby waived by us to the full e.xtent permitted by law so that this
Property unless otherwise agreed to in writing by Xxxxxx .
Agreement shall be deemed to be valid, binding and enforceable in
"Fair Market Value" or "FMV" is the price or rent, as applicable, that would be
accordanc e with its terms, (e) Any restrictive endorsement on any check
obtained at arm's length between informed and willing parties, neither under
given us in payment of any amount due hereunder shall be void, (f) You may
compulsion to contract, for the sale or leas e of Property assuming the
not prepay this Agreement without our prior written consent (g) Time is of
Property is: installed, in continued, uninterrupted use by the buyer or Lessee ,
the essenc e with respect to your obligations under this Agreement, (h) It is
in the condition required by this Lease , and, if applicable, being sold with the
the expres s intent of the parties not to violate any applicable usury laws or to
software necessar y for its use.
excee d the maximum amount of time price differential or interest, as
applicable, permitted to be charged or collected by applicable law, and any
If you exercis e the Purchas e Option, Lesso r shall transfer its interest in the
such exces s payment will be applied to Rental Payments, and any remaining
Property "AS IS, WHER E IS" without any representation or warranty
exces s will be refunded to you. (i) If you do not perform any of your
whatsoever, upon your payment of the Purchas e Option price.
obligations under this Agreement, we have the right, but not the obligation to
take any action or pay any amounts that we believe are necessar y to protect
We will use our reasonable judgment to determine the FMV of the Property. If
our interests. You agree to reimburse us immediately upon our demand for
you do not agree with this determination, the FMV (on a retail basis) will be
any such amounts that we pay. (j) Notwithstanding anything in any prior
determined at your expens e by an independent appraiser selected by us.
agreement to the contrary, this Agreement contains the entire agreement
Notwithstanding any of the above. Lesse e shall have a one-time option ("Early
between Lesso r and Lesse e and it totally supersede s any and all such prior
Buyout Option 'O to purchase the Property "AS-IS , WHERE-IS " without any
agreements, (k) Notwithstanding anything in any prior agreement to the
representations of warranty whatsoever by Lesso r on the thirteen month
confrary, this Agreement contains the entire agreement between Lesso r and
anniversary of this Leas e for a purchase price of $1,755,384.00 (the "Early
Lesse e and it totally supersede s any and all such prior agreements. (1) If any
Buyout Price"). For purposes of clarity, the Security Deposit shall not be a
provision of this Agreement is determined to be invalid, illegal or
credit against the Early Buyout Price, but rather, will be retained by Lesso r to
unenforceable, but if the essential terms and conditions of this Agreement for
compensate Lesso r for the residual value of the Property In order to exercis e
each party' remain valid, binding and enforceable, then the remaining
the Early Buyout Option, Lesse e must give Lesso r a minimum of 90 days
provisions of this Agreement remain in full force, (m) The parties may execut e
written notice that Lesse e will be exercising the Early Buyout Option and
this Agreement in multiple counterparts, each of which constitutes an
there must be no events of Default at the time of the option is exercised and at
original, and all of which, collectively, constitute only one agreement The
the time the Early Buyout Price is paid.
signatures of all of the parties need not appear on the xxx e counterpart and
delivery of an executed counterpart signature pag e elecfronically or by
15. REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant
facsimile is as effective as executing and delivering this Agreement in the
and covenant that: (a) The execution, delivery and performance of the Leas e
presenc e of the other parties to this Agreement,
has been duly authorized by all necessar y corporate or busines s action; (b)
The individual executing such is duly authorized to do so; (c) The Leas e
20. CONFESSION OF JUDGMENT . The undersigned hereby irrevocably
constitutes a legal, vahd and binding agreement, enforceable in accordanc e
authorizes and empowers any attomey-at-law to appear in any court of
with its terms; (d) Any and all financial statements or other information you
record and to confess Judgment against the undersigned for the unpaid
and any guarantor have provided or cause d to be provided to us is true and
amount of this Lease as evidenced by an affidavit signed by an officer of
complete and does not omit any information which might other\\'ise have
Lessor setting forth the amount then due, plus attorneys' fees as
affected our credit decision. The foregoing representations and warranties
provided in this Lease, plus costs of suit, and to release all errors, and
shall survive the Leas e Term.
waive ail rights of appeal. If a copy of this Lease, verified by an affidavit,
shall have been filed in the proceeding, it will not be necessary to file the
16. INDEMNIFICATION. You are responsible for any losses , damages ,
original as a warrant of attorney. The undersigned waives the right to
penalties, claims, suits and actions (collectively "Claims"), whether based on a
any stay of execution and the benefit of all exemption laws now or
theory of strict liability or otherwise cause d by or related to (a) the
hereafter in effect. No single exercise of the foregoing warrant and
manufacture, installation, ownership, use, rental, possession, or delivery of
power to confess Judgment will be deemed to exhaust the power,
the Property, (b) any defects in the Property, (c) any tax liabilitj', or (d) any
whether or not any such exercise shall be held by any court to be invalid,
acts, omissions, or any misrepresentations made by you in connection with
voidable or void; but the power will continue undiminished and may be
this Agreement, You will reimburse us for and if we request, to defend us
exercised from time to time as Lessor may elect until all amounts owing
against any Claims.
on this Lease have been paid in full.
17.
ADDITIONAL SECURITY. In any jurisdiction where the Uniform
Commercial Cod e is in effect you grant to us a security interest in all the
21. FINANCIAL STATEMENTS AND INFORMATION. During the term of this
property you own, including any goods, chattels, fixtures, furniture, property,
Lease , Lesse e shall furnish to Lesso r upon Lessor' s or its assignee' s written
assets , account s receivable, contract rights and general intangibles, wherever
request Xxxxxx' s balanc e sheet and income statement for its most recent
located as well as any related proceeds. Any security interest created by this
fiscal year, all prepared in accordanc e with generally accepte d accounting
Agreement secure s your obligations and obligations of any of your affiliates
principles consistently applied, and, from time-to-time, such other
(whether they exist now or later) to us.
information concerning the Property as Lesso r or its assigne e may reasonably
request,
18. CREDIT INFORMATION. YOU AUTHORIZE US TO OBTAIN CREDIT
BUREAU REPORTS AND MAKE OTHER INQUIRIES THAT WE DEEM
22. VENUE, Any party bringing a legal action or proceeding against any
NECESSARY. ON YOUR WRITTEN REQUEST. WE WILL INFORM YOU IF WE
other party arising out of or relating to this Agreement may bring the legal
HAVE REQUESTED A CONSUME R CREDIT REPORT AND THE NAM E AND
action or proceeding in the United State s District Court for the Northern
ADDRESS OF ANY CONSUME R CREDIT REPORTING AGENC Y THAT
District of Illinois or in any court in the State of Illinois sitting in the City of
FURNISHED A REPORT. YOU AGREE THAT WITHOUT FURTHER NOTICE
Chicago . Each party waives, to the fullest extent permitted by law: (i) any
WE MAY OBTAIN ADDITIONAL CREDIT BUREAU REPORTS TO UPDATE
objection that it may now or later have to the laying of venue or any legal
OUR INFORMATION. IF WE REQUEST, YOU AGREE TO FURNISH YOUR
action or proceeding arising out of or relating to this Agreement brought in
ANNUA L AUDITED AND OR QUARTERLY FINANCIAL STATEMENTS,
any court of the State of Illinois sitting in the City of Chicago , or the United
INCLUDING INCOM E STATEMENTS AND BALANCE SHEETS, BY AN
State s Disfrict Court for the Northern District of Illinois; and any claim that
OUTSIDE
ACCOUNTIN G
FIRM.
SHOULD
AUDITED
FINANCIAL
any action or proceeding brought in any court specified in this paragraph has
STATEMENTS NOT BE AVAILABLE, YOU AGREE TO XXXXXXX US THE
been brought in an inconvenient forum.
COMPANY S ANNUA L TAX RETURNS, AND ANY OTHER FINANCIAL
23. GOVERNING LAW. The laws of the State of Illinois (without giving effect
INFORMATION REQUESTED FROM TIME TO TIME.
to its conflicts of law principles) govern all matters arising out of or relating to
19. MISCELLANEOUS, (a) You agree that the terms and conditions herein
this Agreement and the fransactions it contemplates, including, without
make up the entire agreement beUvee n you and us regarding the rental of the
limitation, its interpretation, construction, performance and enforcement.
Property. This Agreement is not binding on us until we sign it. Any xxxxx e in
24. ATTORNEY REVIEW. You acknowledge that your attorney has reviewed
any of the terms and conditions of this Agreement must be in writing and
this Agreement or that you had ample opportunity to have your attorney
signed by us. You agree, however, that we are authorized, without notice
review it but you elected not to do so.
to you, to supply missing information or correct obvious errors in this
Agreement, (b) If we delay or fail to enforce any of our rights under this
25. WARRANTS. In further consideration for this Lease , and Its termination
Agreement, we will still be entitled to enforce those rights at a later time. All
option at tlie end of the first year. Lesse e hereby grants to Lesso r a warrant to
notices shall be given in writing by the party' sending the notice and shall be
purchase 50,000 (fifty thousand) share s of Lessee' s common stock at a fixed
effective when mailed by certified or registered mail or overnight courier
exercis e price of .65 (sixty five cents) per share. The warrant will have a five
addressed to the party receiving the notice at its addres s shovra on the front
year term and will only vest upon tiie exercis e of the Lessee' s option to
of this Agreement with postag e prepaid. You agree and consent that we may
terminate the leas e at the end of year one. The warrant will expire unvested if
serve you for any action or proceeding by registered or certified mail or
the Lesse e does not exercis e its option to terminate the Leas e before the end
overnight courier, (c) All of our rights and your indemnities will survive the
of the two year term. Suc h warrants will be evidenced by the Lesse e issuing a
termination of this Agreement, (d) Any provisions hereof prohibited by or
warrant agreement to Lesso r within thirty days of closing.
unenforceable under any applicable law shall be ineffective without validating
the remaining provisions of this Agreement; provided, however, that to the
LP 4970623.5 38656-97721
Lessee Initials V
SIGNATURE PAGE FOR MASTER LEASE
LESSOR :
BCL-EQUIPMENT LEASING LL C
By:
Its:
LESSEE :
HII TECHNOLOGIES, INC .
By: /s/
Its: CEO
LP 4970623.5 \1
Lessee Initials V
EXHIBIT "A " to Master Lease Agreement # 1
between BCL-EQUIPMENT LEASING LLC (Lessor) an d
HII TECHNOLOGIES, INC . (Lessee) dated JUNE 27, 2014
