NEBRASKA LEASING SERVICES, INC. DATE: DECEMBER 19, 2005
EXHIBIT
10.12
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NEBRASKA
LEASING SERVICES, INC.
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DATE:
DECEMBER
19, 2005
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7820
CHICAGO PLAZA
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LEASE
NO: 0000101581
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OMAHA,
NE 68114
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LESSEE:
TRACE
TECHNOLOGIES, LLC
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ADDRESS:
0000
X 000XX
XX
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ADDRESS:
OMAHA,
NE 68137
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VENDOR:
XXXXXXX
TECHNOLOGIES
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NEBRASKA
LEASING SERVICES, INC. (Lessor)
hereby Leases to TRACE
TECHNOLOGIES, LLC
Lessee
hereby leases from Lessor the following described personal property (description
to include: year, make, model, serial number or other
identification):
TRACE
SOFTWARE, SERVERS & COMPUTERS, QUADIS INVOICES AND EN POINTE
INVOICES
1.
DEFINITIONS. The
term
equipment shall refer to the above-described personal property together with
all
replacement parts, additions, and accessories thereto or hereafter incorporated
therein or affixed thereto. Equipment shall include motor vehicles.
2.
TERM. The
term
of this lease is 36
months,
beginning DECEMBER
19, 2005
and
ending DECEMBER
19, 2008.
This
lease is not cancelable
or terminable by lessee.
3.
STATUTORY FINANCE LEASE. The
lessor and Lessee agree that this agreement is a ‘Finance Lease” as defined by
Article 2A of the Nebraska Uniform Commercial Code. THE
LESSEE ACKNOWLEDGES AND AGREES THAT THE LESSOR DID NOT SELECT, MANUFACTURE
OR
SUPPLY THE GOODS; THAT THE LESSOR ACQUIRED THE GOODS OR THE RIGHT TO POSSESSION
AND USE OF THE GOODS IN CONNECTION WITH THIS LEASE; THAT THE LESSEE HAS SELECTED
THE SUPPLIER AND DIRECTED THE LESSOR TO ACQUIRE THE GOODS OR THE RIGHT TO
POSSESSION AND USE OF THE GOODS FROM THAT SUPPLIER; THAT PRIOR TO THE EXECUTION
OF THIS LEASE, XXXXXX AGREES AND ACKNOWLEDGES THAT THE LESSEE HAS READ THIS
PARAGRAPH WITH PARTICULARITY AND IS AWARE THAT THE LESSEE IS ENTITLED TO THE
WARRANTIES, INCLUDING THOSE OF ANY THIRD; PARTY, PROVIDED TO THE LESSOR BY
THE
PERSON SUPPLYING THE GOODS IN CONNECTION WITH OR AS PART OF THE CONTRACT BY
WHICH THE LESSOR ACQUIRED THE GOODS OR THE RIGHT TO POSSESSION AND USE OF THE
GOODS, AND THAT THE LESSEE MAY COMMUNICATE WITH THE PERSON SUPPLYING THE GOODS
TO THE LESSOR AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES
AND WARRANTIES INCLUDING ANY DISCLAIMER AND LIMITATION OF THEM OR OF REMEDIES.
THE LESSOR AND XXXXXX SPECIFICALLY ACKNOWLEDGE THAT THEY HAVE NEGOTIATED THIS
PARAGRAPH AND THAT XXXXXX HAS REVIEWED ALL THE WRITTEN TERMS WITHIN THIS
PARAGRAPH PRIOR TO SIGNING THIS LEASE.
4.
RENT. Lessee
shall pay to the Lessor rent aggregating $77,305.32
(total
rentals), which shall be payable in equal rental installments of $2,147.37 and
a
final rental installment of $0.00.
The
first
installment is due on 12/19/05
and each
subsequent installment including the final installment is due the same day
of
each month thereafter, until total rentals are fully paid. Should Lessee fail
to
make any payment required by this lease within ten days of the date due thereof,
Lessee shall pay to Lessor a service charge of 5% of
the
amount due; provided, however, that not more than one such service charge shall
be made on any delinquent payment, regardless of the length of delinquency.
In
addition, Lessee shall pay to Lessor any actual additional expenses incurred
by
Lessor in collection efforts, including but not limited to long distance
telephone charges and travel expenses. Lessee shall pay to Lessor interest
on
any delinquent payment or amount due under this lease from the due date thereof
until paid, at the lesser of the maximum rate of interest allowed by law or
18%
per annum;
5.
LOCATION. The
equipment shall be located in OMAHA,
NE
(city,
county, state) and shall not be removed therefrom without Lessor’s prior written
consent except for vehicles which shall be permanently garaged at the above
location.
6.
OWNERSHIP. The
equipment is, and shall at all times be and remain, the sole and exclusive
personal property of Xxxxxx. Lessee shall have no right, title, or interest
therein or thereto except as expressly set forth in this lease. All titled
vehicles shall be titled and registered in the name of the Lessor unless
otherwise specifically agreed to in writing.
7.
USE.
Lessee
shall comply with all laws relating to the use, operation and maintenance of
the
equipment. Use of vehicles under this lease is permitted only in the United
States and no vehicle shall be used for transportation for hire of goods or
passengers.
-1-
8.
MAINTENANCE AND SURRENDER.
Lessee
shall at all times and at its own cost and expense keep the equipment in good
repair, condition, and working order and shall obtain such regular service
and
maintenance as is required to keep the equipment in good repair. If the
equipment leased hereunder as a manufacturer’s warranty in effect at any time
during the term of this lease, Lessee shall obtain the inspections and service
necessary to continue such warranty in full force and effect and shall make
no
repairs or alterations which would have the effect of voiding such warranty.
Upon expiration of this lease, Xxxxxx shall return the equipment to Lessor
in
good repair, condition and working order excepting only ordinary wear and tear
resulting from proper use.
9.
TAXES. Lessee
shall keep the equipment free and clear of all levies, liens, and encumbrances
and shall pay all license fees, registration fees, assessments, charges and
taxes (municipal, state, and federal) which may now or hereafter be imposed
upon
the ownership, lease, rent, sale possession or use of the equipment. If Xxxxxx
fails to pay any said fee, assessment, charge or tax, Lessor shall have the
right, but shall not be obligated, to pay same. In that event, the expense
so
incurred shall be repaid to Lessor with the next installment of
rent.
10.
LOSS AND DAMAGE. Lessee
shall at all times after signing this Lease bear the entire risk of loss. theft,
damage or destruction of the equipment from any cause whatsoever, and no loss,
theft, damage or destruction of the equipment shall relieve Lessee of the
obligation to pay rent or to comply with any of the other obligations under
this
Lease. In the event of damage to any part of the equipment, Lessee shall
immediately place the same in good repair at Lessee’s expense. If Lessor
determines that any part of the equipment is lost, stolen, confiscated,
destroyed or damaged beyond repair, Lessee shall at lessee’s option, do one of
the following within 10 days after Lessor’s notification:
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(a)
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Replace
the same with like equipment in good repair acceptable to Lessor;
or
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(b)
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Pay
Lessor in cash the following: (i) all amounts due by Lessee to Lessor
under this Lease accrued and unpaid as of the earlier of the date
of final
payment of all amounts due herein or the date of entry of judgment
in
favor of Lessor; (ii) the accelerated balance of the total amounts
due for
the remaining term of this Lease attributable to said item, discounted
to
present value at a discount rate of nine percent (9%) as of the earlier
of
the date of final payment of all amounts due herein or the date of
entry
of judgment in favor of Xxxxxx; and (iii) the Lessor’s estimate as of the
time this Lease was entered into of Lessor’s residual interest in the
equipment discounted to present value at a discount to the present
value
at a discount rate of nine percent (9%) as of the earlier of the
date of
final payment of all amounts due herein or the date of entry of judgment
in favor of Xxxxxx. Upon Lessor receipt of payment as set forth above,
Lessee shall be entitled to title to the equipment without any warranties.
If insurance proceeds are used to fully comply with this paragraph,
the
balance of any such proceeds shall go to the Lessee to compensate
for loss
of use of the equipment for the remaining term of this
Lease.
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11.
DISCLAIMER OF WARRANTIES AND CLAIMS; LIMITATION OF REMEDIES. THERE ARE NO
WARRANTIES BY OR ON BEHALF OF XXXXXX. Xxxxxx
acknowledges and agrees by signing this Lease that:
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(a)
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LESSOR
MAKES NO WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION
OF THE
LEASED EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY
FOR ANY
PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH
RESPECT
TO ANY CHARACTERISTICS OF THE
EQUIPMENT;
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(b)
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Lessee
has fully inspected the Equipment which lessee has requested lessor
to
acquire and lease to lessee, and the Equipment is in good condition
and to
Lessee’s complete satisfaction;
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(c)
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Lessee
leases the Equipment “as is” and with all
faults;
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(d)
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If
the equipment is not properly installed, does not operate as represented
or warranted by the supplier or manufacturer, or is unsatisfactory
for any
reason, regardless of cause or consequence, Lessee’s only remedy, if any
shall be against the supplier or manufacturer of the Equipment and
not
against Lessor;
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(e)
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Provided
Lessee is not in default under this lease, lessor assigns to lessee
any
warranties made by the supplier or the manufacturer of the
Equipment;
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(f)
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LESSEE
SHALL HAVE NO REMEDY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES AGAINST
XXXXXX; and
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(g)
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NO
DEFECT, DAMAGE OR UNFITNESS OF THE EQUIPMENT FOR ANY PURPOSE SHALL
RELIEVE
LESSEE OF THE OBLIGATION TO PAY RENT OR RELIEVE LESSEE OF ANY OTHER
OBLIGATION UNDER THIS
LEASE.
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(h)
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LESSEE
REPRESENTS AND WARRANTS THAT THE PERSONAL PROPERTY DESCRIBED ABOVE
IS
INTENDED TO AND SHALL BE USED FOR COMMERCIAL AND/OR BUSINESS PURPOSES
AND
IT IS EXPRESSLY REPRESENTED THAT THIS PERSONAL PROPERTY IS NOT LEASED
FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. The
parties have specifically negotiated and agreed to all terms within
this
paragraph.
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12.
INDEMNITY.
Xxxxxx
shall defend and indemnify lessor against and hold Lessor harmless from any
and
all claims, liens, actions, proceedings, costs, expenses, damages, and
liabilities, including attorney fees, arising out of, connected with, or
resulting from the possession or use of the equipment or arising under any
theory of products liability, including strict liability in tort.
13.
INSURANCE.
Lessee
shall provide, maintain and pay for (a) insurance against loss of, damage to,
or
theft of the equipment for its full replacement value,
with loss payable to Lessor; and (b) public liability and property damage
insurance in amounts satisfactory to Lessor, naming Lessor and Lessee jointly
as
insureds. All insurance shall be with companies and in form acceptable to Lessor
and shall contain the insurer’s agreement to give 30 days notice to Lessor prior
to cancellation. Lessee shall deliver the policies or other evidence of
insurance to Lessor prior to delivery of the equipment.
In
the
case of vehicles, minimum coverage requirements shall be $250,000 for bodily
injury or death to any one person, and $500,000 for any one accident, together
with $100,000 property damage, and fire, theft comprehensive and collision
insurance with a deductible amount not in excess of $200.00.
-2-
14.
XXXXXX’S ASSIGNMENT. Without
the prior written consent if Lessor, Lessee shall not (a) assign, transfer,
pledge or hypothecate this lease, the equipment or any part thereof, or any
interest therein or (b) sublet or lend the equipment or any part thereof, or
permit the equipment or any part thereof to be used by anyone other than Lessee
or Lessee’s employees. Consent to any of the foregoing prohibited acts shall be
consent only for the specific incident for which consent is given and shall
not
be consent to any subsequent like act by Lessee or any other
person.
15.
XXXXXX’S ASSIGNMENT.
All
rights of Lessor in the equipment and under this lease may be assigned, pledged,
mortgaged, transferred, or otherwise disposed of, either in whole or in part,
without written notice to Lessee. The assignee’s rights shall be free from all
defenses, set-offs or counterclaims which lessee may be entitled to assert
against Lessor. No such assignee shall be obligated to perform any duty,
covenant or condition required to be performed by Lessor under the terms of
this
lease.
16. DEFAULT.
Lessee
shall be in default if:
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(a)
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Lessee
shall fail to make any payment due under terms of this lease for
a period
of 10 days from the date due thereof;
or
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(b)
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Lessee
shall fail to observe, keep, or perform any provision of this lease,
and
such failure shall continue for a period of 10 days;
or
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(c)
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Lessee
as made any misleading or false statement in connection with application
for or performance of this Lease;
or
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(d)
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The
Equipment or any part thereof shall be subject to any lien, levy,
seizure,
assignment, transfer, bulk transfer, encumbrance, application, attachment,
execution, sublease, or sale without prior written consent of Lessor,
or
if Lessee shall abandon the Equipment or permit any other entity
or person
to use the Equipment without the prior written consent of Lessor;
or
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(e)
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Lessee
dies or ceases to exist; or
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(f)
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Lessee
defaults on any other agreement it has with Lessor;
or
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(g)
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Any
guarantor of this Lease defaults on any obligation to Lessor or any
of the
above listed events of default occur with respect to any guarantor
or any
such guarantor files or has filed against it a petition under the
bankruptcy laws.
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17.
REMEDIES.
If
Lessee is in default, Lessor, with or without notice to Lessee, shall have
the
right to exercise any one or more of the following remedies, concurrently or
separately, without any election or remedies being deemed to have been
made:
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(a)
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Lessor
may enter upon Xxxxxx’s premises and without any court order or other
process of law may repossess and remove the Equipment, or render
the
Equipment unusable without removal either with or without notice
to
Lessee. Lessee hereby waives any trespass or right of action for
damages
by reason of such entry, removal, or disabling. Any such repossession
shall not constitute a termination of this Lease unless Lessor so
notifies
Lessee in writing;
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(b)
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Lessor
may require Lessee, at its expense, to return the Equipment in good
repair, ordinary wear and tear resulting from proper use thereof
alone
except , by delivering it, packed and ready for shipment, to such
place or
carrier as Lessor may specify;
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(c)
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Lessor
may conceal or terminate this Lease and may retain any and all prior
payments paid by Xxxxxx;
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(d)
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Lessor
nay declare all sums due and to become due under this lease immediately
due and payable, including as to any or all items of Equipment, without
notice or demand to Lessee;
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(e)
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Lessor
may re-lease the Equipment without notice to Lessee, to any third
party,
upon such terms and conditions as Lessor alone shall determine, or
may
sell the Equipment, without notice to Lessee, at private or public
sale,
at which sale Lessor may be the
purchaser;
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(f)
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Lessor
may sue for and recover from Lessee the sum of all unpaid rents and
other
payments due under this Lease then accrued, all accelerated future
payments due under this Lease, discounted to their present value
at a
discount rate of nine percent (9%), calculated in accordance with
Article
2A of the Nebraska Uniform Commercial Code, less the net proceeds
of
disposition, if any, of the
Equipment;
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(g)
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To
pursue any other remedy available at law, by statute or in
equity;
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(h)
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Lessee
shall also be liable and shall pay to Lessor all expenses incurred
by
Lessor in connection with the enforcement of any of Lessor’s remedies
including all collection expenses, all expenses of repossessing,
storing,
shipping, repairing or selling the Equipment, and reasonable attorney’s
fees and Court costs.
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No
right
remedy herein conferred upon or reserved to Lessor is exclusive of any other
right or remedy herein, or by law or by equity provided or permitted, but each
shall be cumulative of every other right to remedy given herein or now or
hereafter existing by law or equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time. No single or partial
exercise by Lessor of any right or remedy hereunder shall preclude any other
or
further exercise of any other right or remedy.
18.
SUCCESSORS AND ASSIGNS.
Subject
always to the terms of this lease, this lease inures to the benefit of, and
is
binding upon, the heirs, legates, personal representatives, successors and
assigns of the parties hereto. If there is more than one Lessee executing this
Lease the liability of each shall be joint and several.
INITIALS: XXXXXXX
- X.X.
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-3-
19.
INSPECTION.
Lessor
shall have the right to inspect the equipment or observe its use at any time
during normal business hours.
20.
NON-FIXTURES.
Xxxxxx
agrees and hereby warrants that the equipment is the personal property of Xxxxxx
and is to be returned to Lessor pursuant the terms of the lease. The equipment
is not presently a fixture upon or intended to become affixed to any real
estate. If required by Xxxxxx, Lessee with secure waivers or releases from
any
other claimants, including landlords or mortgagees in order to give effect
to
the terms of this paragraph.
21.
INTEGRATION. This
lease constitutes the full agreement of the parties and may be modified only
by
a written instrument signed by the parties or their authorized
agents.
22. CHOICE
OF FORUM. This
lease shall become effective only upon acceptance by the Lessor, and shall
in
all respects be performed and interpreted pursuant to the laws of the State
of
Nebraska except to the extent of applicable Federal law.
23.
ADVANCE. In
the
event of failure of Lessee to pay any amount due hereunder to a third party,
Lessor may, upon such failure and in order to protect its interest in the
equipment, advance such sums, which advances shall be payable by Lessee to
Lessor upon demand and shall accrue interest from date of payment at the rate
set forth in paragraph 4 hereof.
24.
SEVERABILITY. The
words, phrases, paragraphs, provisions and applications of this lease are
severable. If any judgment or court order or otherwise shall declare any word,
phrase, paragraph, provision, or application of this lease invalid or
unenforceable, the other words, phrases, paragraphs, provisions, and
applications shall remain in full force and effect.
25.
SECURITY INTEREST. In
the
event a Court of competent jurisdiction construes the Lease as an installment
sales transaction or other financing arrangement, Xxxxxx agrees that Lessor
shall have all the rights and remedies provided to a secured creditor under
the
Nebraska Uniform Commercial Code. Lessee hereby grants to Lessor, a security
interest in the equipment leased hereunder and, upon request by xxxxxx, xxxxxx
will execute any document, which in the opinion of the Lessor, is necessary
to
perfect such security interest. Furthermore, Xxxxxx agrees that should
additional equipment be leased by the Lessee either under this Lease through
an
attached Schedule or through a separate Lease Agreement with the Lessor, all
equipment including equipment shown on attached Schedules or through other
Leases, shall constitute one undivided security interest for all the equipment
leased between the Lessor an the Lessee.
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LESSEE:
TRACE TECHNOLOGIES,
LLC.
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/s/
Xxxxx X. Xxxxxxxxx,
Pres.
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LESSOR:
NEBRASKA LEASING SERVICES,
INC.
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_________________________________________________ |
GUARANTY
FOR
AND
IN CONSIDERATION of the execution of this lease by Xxxxxx and the delivery
of
the equipment leased thereunder, the undersigned does hereby guarantee the
full
and complete performance by Lessee of all covenants, conditions and agreements
required of the lessee under this lease and any addendum hereto, including
but
not limited to the payment of all sums which by virtue of the terms of this
lease and any addendum thereto, are the obligation of Lessee. The undersigned
waives notice of default or notice of any change in the obligation of the Lessee
under the lease and hereby consents to any action of the Lessor in dealing
with
the Lessee or the collateral securing the performance of this lease, including
but not limited to extensions of time for repayment or release or disposition
of
collateral and agrees that any such action shall not constitute a defense to
payment under this guaranty. This is a Guaranty of payment without regard to
whether all remedies have been exhausted against the Lessee or the equipment
leased herein. The signatories to this guaranty are jointly and severally liable
for the performance thereof.
DATED
is
19TH day
of
DECEMBER,
2005.
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/s/
Xxxxxxx Technologies by X.X. Xxxxxxxxx
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/s/
Xxxxx X. Xxxxxxxxx
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Guarantor
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Guarantor
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XXXXXXX
XXXXXXXXXXXX
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XXXXX
XXXXXXXXX
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Guarantor
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Guarantor
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-4-
This
Lease is for a period of 36
months
(see paragraph k), plus license and taxes. Lease merchandise to be delivered
at
_________and returned at_____. It is agreed that this schedule is a part of
our
lease number 0000101581.
The
following information (a through m) is given in the event this transaction
is
considered as a retail installment contract under Nebraska Law.
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Total
Cash Price with Purchase Option - Not Financed
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$67,147.37
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a.
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Total
Cash Sale Price - Financed
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$65,000.00
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b.
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Deductions
from Cash Sale Price
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(1)
Cash Down Payment
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$0.00
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(2)
Trade-in Allowance
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$0.00
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(3)
Total Deductions
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$0.00
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c.
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Unpaid
Cash Sale Price
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$65,000.00
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d.
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Insurance
Charges, if any:
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Description
of Policies
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$0.00
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Total
Insurance Charges
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$0.00
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e.
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Basic
Time Price (Sum of items, c and d)
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$65,000.00
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f.
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Time
Price Differential
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$12,305.32
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g.
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Time
Price Balance (sum of e and f)
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$77,305.32
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h.
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Purchase
Price Option
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$2,147.37
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I.
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Time
Price Balance with purchase price option
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$79,452.69
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j.
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Total
Time Sales Price (sum of items b and g) without purchase
option
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$77,305.32
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LESSEE
(BUYER) agrees to pay the Time Price Balance in 36
monthly installments of $2,147.37
and a final installment of $0.00
beginning 12/19/05
(or if no date given, beginning one month after this contract)
until fully
paid, together with all other sums provided for, and at option
of LESSOR
(SELLER) a delinquency charge on each installment, late ten (10)
days or
more of five percent of each payment or interest on each delinquent
installment at the highest legal rate. A Prepayment Allowance
in
accordance with applicable law will be made if the Net Balance
is paid in
full by LESSEE (BUYER) before maturity.
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l.
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Until
payment of all money due, (LESSORJSELLER) has retained title
to the items
described above. LESSOR (SELLER) has a security interest in the
Items,
including all additions and accessions, to secure payment and
performance
of all LESSEE’S (BUYER’S) obligations. Upon satisfaction of all terms and
conditions hereof, title is to be delivered to LESSEE
(BUYER).
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m.
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LESSEE
(BUYER) warrants:
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The
equipment is to be used primarily for:
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o
Farming ¨
Business (Check only one.)
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NOTICE
T0
THE BUYER: DO NOT SIGN THIS CONTRACT BEFORE YOU READ IT OR IF IT CONTAINS BLANK
SPACES. YOU ARE ENTITLED TO A C0PY OF THE CONTRACT YOU SIGN.
IN
WITNESS WHERE OF, THE PARTIES HERETO HAVE EXECUTED THIS LEASE THIS
19TH DAY
OF
DECEMBER,
2005.
| LESSOR |
NEBRASKA LEASING SERVICES, INC.
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LESSEE
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TRACE TECHNOLOGIES, LLC | |
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(Corporate Individual of Firm)
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By:
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(name)
(title)
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(Residence
or state of incorporation)
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Address:
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Address:
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By:
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/s/
Xxxxx X. Xxxxxxxxx
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Title:
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President
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ASSIGNMENT
FOR
VALUABLE CONSIDERATION, the undersigned
_______________________________________________ ,does hereby and by these
presents, assigns,
sell transfer and convey all of its right, title and interest in and to the
within Lease, without recourse, and the property therein described
to:
By:
___________________________________________
DATED
this ________ day of _____________________, ______.
-5-
NEBRASKA
LEASING SERVICES, INC.
OPTION
TO PURCHASE
At
the
end of the term of Lease No. 0000101581
dated
the 19TH
day of
DECEMBER,
2005
if the
Lessee, TRACE
TECHNOLOGIES, LLC,
complied with all the terms of such Lease, and
is
not in default, the Lessee, shall have the option to acquire the equipment
or
vehicle leased under such Lease for the sum of $2,147.37.
Lessor
and Lessee agree that the option price established herein is the reasonably
predictable fair market value of such equipment or vehicle at the time this
option is to be performed.
Dated
this 19TH
day of
DECEMBER,
2005.
LESSEE
-
TRACE
TECHNOLOGIES, LLC
/s/
X.X.
Xxxxxxxxx
LESSOR
-
NEBRASKA
LEASING SERVICES, INC.
0000
XXXXXXX XXXXX * XXXXX, XX 00000 * PHONE (000) 000-0000 * FAX (000)
000-0000
-6-
