LESSOR: The Terminal Marketing Company, Inc., 0 Xxxxxxx Xxxxx, Xxx Xxxx,
N.Y., 10956
================================================================================
LESSEE & LOCATION OF EQUIPMENT SUPPLIER
Name SMA Video Inc. Name
Address 000 Xxxxxx xx xxx Xxxxxxxx, Address
10th Floor
City New York State NY Zip Code 10013 City/ State/ Zip Code
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EQUIPMENT DESCRIPTION
--------------------------------------------------------------------------------
See equipment list attached
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EQUIPMENT LOCATION, IF OTHER THAN AS ABOVE
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No. of RENTAL PAYMENT AMOUNT FIRST RENTAL PAYMENT
Months Check For This Amount
60 Must Accompany Lease
Application
60 Monthly Payments of $7,789.00 $15,578.00
Plus Sales Tax of $____________ for the first month and
Total $7,789.00 Last 1 Months
Commencement Date:
--------------------------------------------------------------------------------
1. Lease of Equipment. Xxxxxx agrees to lease from Lessor and, upon acceptance
hereof by Xxxxxx, Xxxxxx agrees to lease to Xxxxxx, the Equipment, for the
period commencing with delivery of the Equipment to Lessee and ending upon the
expiration of the Term. Advance rentals paid by Lessee shall not be refundable
to Lessee in the event the Term does not commence.
2. Disclaimer. XXXXXX ACKNOWLEDGES THAT XXXXXX HAS NOT PARTICIPATED IN THE
SELECTION OF THE EQUIPMENT AND THAT THE EQUIPMENT IS OF THE TYPE, DESIGN, SIZE,
CAPACITY AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT LESSOR
WILL NOT, AND HAS NO OBLIGATION TO, INSPECT THE EQUIPMENT AND THAT LESSOR HAS
NOT MADE AND WILL NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR
IMPLIED ON WHICH LESSEE MAY RELY, WITH RESPECT TO THE MERCHANTABILITY, FITNESS,
SAFETY, CONDITION, QUALITY, DURABILITY OR SUITABILITY FOR LESSEE'S PURPOSES OF
THE EQUIPMENT IN ANY RESPECT, THE EQUIPMENT'S COMPLIANCE WITH ANY LAW, RULE,
SPECIFICATION OR CONTRACT PERTAINING THERETO, OR PATENT INFRINGEMENT, LATENT
DEFECTS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED.
LESSEE FURTHER ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF, OR MERCHANT OR
DEALER IN, EQUIPMENT OF THE SAME TYPE AS THE EQUIPMENT AND THAT LESSOR HAS NO
DUTY TO ENFORCE ANY WARRANTIES ON BEHALF OF LESSEE. LESSOR SHALL NOT BE LIABLE
TO LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR BY ANY INADEQUACY THEREOF OR
DEFICIENCY OR DEFECT THEREIN, WHETHER DIRECT, INDIRECT, EXEMPLARY OR PUNITIVE,
WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Lessee's Representations and Waivers. Lessor shall have no liability for
delay in delivery of the Equipment or for Supplier's failure to deliver the
Equipment or for performance of any other convenant, warranty or representation.
Lessee shall make any claim for breach of warranty or representation solely
against Supplier and shall, nevertheless, pay Lessor all Rent and Lessee hereby
waives any such claims as against Lessor. Lessor hereby assigns to Lessee,
solely for the purpose of making and prosecuting any such claim, all of the
rights which Lessor has against Supplier for breach of warranty or other
representation. Lessee understands and agrees that no salesman or other agent of
Supplier is an agent of Lessor and, therefore, no salesman or agent of Supplier
is authorized to waive or alter any term or condition of this Lease, and no
representation as to the Equipment or any other matter by any salesman or agent
of Supplier shall in any way affect Xxxxxx's duty to pay Rent and perform its
other obligations as set forth in this Lease. Lessee hereby acknowledges receipt
of a copy of this Lease. Lessor agrees to order the Equipment from Supplier upon
the terms and conditions of the purchase order provided by Supplier to Lessee
and attached hereto.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE REVERSE
SIDE WHICH ARE MADE A PART HEREOF AND WHICH XXXXXX ACKNOWLEDGES THAT HE HAS
READ.
---------------------------------------
LEASE NO. 1765 THIS IS A NON-CANCELLABLE
LEASE FOR THE TERM INDICATED ABOVE
ACCEPTED: LESSEE SMA Video Inc.
DATE 6/26 1996
THE UNDERSIGNED AFFIRMS THAT HE IS A
DULY AUTHORIZED CORPORATE OFFICER,
PARTNER OR PROPRIETOR OF THE ABOVE
NAMED XXXXXX.
6/26, 1996
LESSOR
By /s/ illegible By /s/ illegible Title President
------------------------------- --------------
Authorized Signature ---------------------------------------
================================================================================
WHITE-ORIGINAL LESSEE'S SIGNATURE IN INK IS REQUIRED
YELLOW-LESSEE COPY ON LEASE COPIES
PINK-LESSOR COPY
Lessee hereby authorizes Lessor to insert in this Lease the serial numbers and
other identification data of the Equipment. Lessee warrants that the Equipment
leased is for business use only and not for personal or consumer use and is for
the sole use of Lessee and Lessee's employees. Lessee hereby waives a trial by
jury and the right to interpose any counterclaim, offset, defense or setoff of
any nature or description whatsoever in any litigation between Lessee and Lessor
with respect to this Lease.
4. Term; Extensions. This Lease shall continue in effect with respect to each
item of Equipment until the expiration of the Term with respect to such item of
Equipment. Thereafter, this Lease shall continue in effect unless either Party
terminates this Lease upon written notice given not less than three (3) months
prior to the date of termination. This Lease shall not terminate by operation of
law or otherwise during the Term and thereafter shall terminate only as
expressly provided herein.
5. Rent; Net Lease. Rent will be due and payable in advance with respect to each
item of Equipment on the first day of each month, commencing on the Commencement
Date, and shall continue until the return of such item of Equipment by Lessee to
Lessor in accordance with the terms of this Lease, Charges, if any, from the
date of acceptance by Lessee to the Commencement Date shall be at the daily rate
of 1/30th of the monthly Rent and shall be payable in arrears on the
Commencement Date. Xxxxxx acknowledges and agrees that (i) THIS IS A NET LEASE
AND THAT ALL COSTS, EXPENSES AND LIABILITIES IN CONNECTION WITH THE EQUIPMENT
SHALL BE BORNE BY XXXXXX, (ii) that Xxxxxx's obligation to pay Lessor all
amounts due hereunder is absolute and unconditional, and (iii) Lessee shall not
be entitled to any abatement, reduction, set-off, counterclaim, defense or
deduction with respect to any Rent or other sum payable hereunder.
6. Maintenance. Lessee shall maintain the Equipment in first class condition in
accordance with manufacturer's specifications. Except as expressly provided
herein, Lessee shall make no repair, alteration, addition or attachment with
respect to the Equipment without the express prior written consent of Lessor,
All repairs, alterations, additions, and attachments shall become part of the
Equipment and shall be the property of Lessor.
7. Location. Lessee shall not change the location of any item of Equipment
without the express prior written consent of Lessor, Xxxxxx's use of the
Equipment shall at all times be in conformity with all applicable laws, all
warranties pertaining to the Equipment and conditions of any insurance policy
covering the Equipment. Lessor shall the right, upon reasonable prior notice to
Lessee and during Xxxxxx's regular business hours, to inspect the Equipment at
the premises of Lessee or wherever the Equipment may be located.
8. Title. All Equipment is and shall remain the property of Lessor at all times
hereunder. At the request of Lessor, Xxxxxx shall execute such further
instruments and documents as shall be requested by Xxxxxx to protect Xxxxxx's
title to the Equipment. Lessee shall affix and shall not remove such plates or
other markings to the Equipment as Lessor shall request to indicate Lessor's
ownership of the Equipment. The Equipment shall at all times remain personal
property and Lessee shall take all such action as shall be necessary to prevent
the Equipment from becoming part of the real property on which it is placed,
including the installation and maintenance of each item of Equipment so that it
may be removed without damage to such real property.
9. Transportation and Installation; Redelivery. Lessee shall pay all
transportation, insurance, packing, installation, site preparation and other
charges in connection with the delivery and installation of the Equipment. At
the expiration of the Term or any extension thereof, Lessee will, at its
expense, deliver the Equipment to any place designated by Lessor within the
continental United States, freight and insurance prepaid by Lessee, in the same
condition as when delivered by Lessee, reasonable wear and tear excepted.
10. Risk of Loss; Insurance. Lessee hereby assumes all risk of the occurrence of
a Casualty Event while the Equipment is in transit, in Xxxxxx's possession or
under Xxxxxx's control. The occurrence of a Casualty Event shall not impair any
obligation of Lessee under this Lease. Lessee shall promptly notify Lessor of
the occurrence of any Casualty Event. Xxxxxx agrees to keep the Equipment
insured to protect all interests of Lessor, at Xxxxxx's expense, against all
Casualty Events for not less than the unpaid balance of the lease rentals due
hereunder or 80% of the then current value of Equipment, whichever is higher and
in addition shall obtain and maintain insurance in an amount reasonable under
the circumstances for public liability and property damage. All such insurance
policies and the proceeds therefrom shall be the sole property of Lessor and
Lessor shall be named as an additional insured and additional loss payee in all
said policies and as sole loss payee in policies insuring the Equipment. The
proceeds of such insurance, whether resulting from loss or damage or return
premium or otherwise shall be applied toward the replacement or repair of the
Equipment or the payment of obligations of Lessee hereunder, at the option of
Lessor. Lessee hereby appoints Lessor as Xxxxxx's attorney-in-fact to make claim
for, receive payment of an execute or endorse all documents, checks or drafts
for loss or damage or return premium under insurance policies issued on the
Equipment. All such policies shall provide that they may be cancelled only after
giving 30 days' prior written notification to Lessor. XXXXXX SHALL INDEMNIFY AND
HOLD LESSOR HARMLESS FROM ANY LOSS, CLAIM OR DAMAGE TO PERSONS OR PROPERTY
ARISING OUT OF LESSEE'S USE, POSSESSION OR STORAGE OF THE EQUIPMENT.
11.1 Past Due Payments. If payment of any sum due hereunder is not made within
10 days of the due date, Lessee shall pay to Lessor, as liquidated damages
occasioned by such delay an amount calculated at the rate of 5 percent per month
of such past due balance. All advances made by Lessor to preserve the Equipment
or to pay insurance premiums or to discharge and pay any taxes, assessments,
fees, penalties, liens or encumbrances thereon shall be added to the unpaid
balance of rentals due hereunder and shall be repayable by Lessee to Lessor
immediately.
12. Taxes. Lessee shall keep the Equipment free and clear of all levies, liens,
charges and encumbrances and shall pay all assessments, license fees, taxes
(including sales, use, excise, personal property, ad valoren, stamp, documentary
and other taxes) and all other governmental charges, fees, fines or penalties
whatsoever, whenever levied and whether payable by Lessor on or relating to (i)
the Equipment or the use, xxxxxxxxxxxx, xxxxxx, shipment, transportation,
delivery, ownership or operation thereof, or (ii) this Lease or the Rent or
other sums payable hereunder and Lessee shall file all returns required therefor
and furnish copies thereof to Lessor. On written request from Xxxxxx, Xxxxxx
agrees to reimburse Lessor for the costs incurred in collecting any taxes,
assessments or fees for which Xxxxxx is liable hereunder and remitting the same
to the appropriate authorities, such reimbursement not to exceed 1% of the
amount of such tax, assessment fee or penalty, or $1.00, whichever is greater.
Lessor such may pay such taxes and other amounts and may file such returns on
behalf of Lessee if Xxxxxx fails to do so as provided herein.
13. Default; Remedies Upon Default. Lessee shall be in default hereunder: (a) if
Xxxxxx fails to pay any sum due hereunder within 10 days after the due date
thereof, (b) if Lessee fails to perform any non-monetary convenant and such
failure continues for 15 days after written notice; (c) if proceedings are
instituted by or against Lessee under any provision of the Federal Bankruptcy
Code, insolvency laws or laws relating to the relief of debtors, readustments,
compositions or extensions or any other or similar law, or if Xxxxxx makes an
assignment for the benefit of creditors, or if a receiver, trustee or custodian
or similar official of Lessee or all or any substantial part of its assets shall
be appointed; (d) if the Equipment or any sum due hereunder becomes subject to
any lien other than those imposed by or with the express prior written consent
of Lessor; (e) if Lessee attempts to assign, sublet, hypothecate, mortgage or
otherwise transfer or grant any security interest in Xxxxxx's rights or interest
under this Lease without the express prior written consent of Lessor; (f) if
Lessee shall default under any loan or credit agreement; or (g) if Xxxxxx's
financial condition shall change such that, in Lessor's opinion, Xxxxxx's
security shall be impaired or Lessor's credit risk shall be increased. In any
such event, Lessor may take, concurrently, any action allowed by law and any one
or more of the following actions: (1) proceed by court action to enforce
performance by Lessee of all provisions hereof and to recover damages for the
breach thereof; (2) accelerate payment of all Rent due hereunder during the
balance of the Term or any extension thereof; (3) enter upon the premises of
Lessee or other premises where the Equipment maybe located and take possession
of the Equipment without notice or legal process and without liability for
trespass or responsibility for loss of or damage to the Equipment or any
property attached thereto; and (4) retain all Rent and other sums paid by lessee
hereunder, as well as all insurance proceeds and other sums, if any, then in its
possession which would otherwise be payable to Lessee. Lessee shall pay all
costs and expenses incurred by Lessor in exercising any of its rights or
remedies under this Lease, including expenses of retaking, holding, preparing
for lease or sale, or leasing and selling of the Equipment, and reasonable
attorneys' fees and legal expenses. Any payment received from Lessee may be
applied by Lessor at any time against any obligation due and owing by Lessee
under this Lease or any Schedule hereto, in Xxxxxx's sole discretion,
notwithstanding any statement appearing on or referred to in any remittance from
Lessee or any prior application of such payment. In the event any bankruptcy
proceedings are instituted by or against Lessee under the Federal Bankruptcy
Code within 90 days after receipt by Lessor of any such payment, such payment
shall be deemed applicable to unpaid obligations then due hereunder in the
inverse order of maturity.
14. Assignment by Lessor. This Lease may be assigned by Lessor without notice to
Xxxxxx, in which event the assignee shall be entitled to exercise all rights and
powers, but shall not be chargeable with any obligations or liabilities, of
Lessor hereunder and all reference hereunder and all references herein to Lessor
shall refer, instead, to such assignee. Lessor, or Xxxxxx's assignee, may also
grant a security interest in the Equipment and this Lease. THE ASSIGNEE'S RIGHTS
OR THE RIGHTS OF THE HOLDER OF A SECURITY INTEREST IN THIS LEASE SHALL BE FREE
FROM ALL DEFENSES, SETOFFS OR COUNTERCLAIMS WHICH LESSEE MAY BE ENTITLED TO
ASSERT.
15. Further Assurances. Xxxxxx agrees to deliver to Lessor, its successors and
assigns, upon request of Lessor, such certificates, acknowledgements, consents,
financing statements, opinions of counsel and any other instruments, all in form
and substance satisfactory to Lessor, which Lessor may, in its sole discretion,
determine to be necessary or proper to confirm any or all of the representations
and agreements made by Lessee hereunder or to facilitate the assignment by
Lessor of its right, title and interest in an to the Equipment, this Lease or
the Rent. Where allowed by law, Lessor may execute and file any financing
statements on behalf of Xxxxxx.
16. Notices. All notices and consents shall be in writing and shall be deemed
given when mailed, postage prepaid, to the address of the Party to whom intended
set forth on the face of this Lease or to such other address as such Party shall
have designated by notice in writing to the other Party.
17. Choice of Law. This Lease shall be deemed to have been made in Rockland
County, New York and shall be governed by the laws of the State of New York.
Xxxxxx hereby agrees that all actions or proceedings arising directly or
indirectly from this Lease shall be maintained only in courts within the State
of New York, and Lessee hereby consents that all service of process may be made
by certified or registered mail, return receipt requested, directed to Lessee at
the address as set forth on the face of this Lease. Service so made shall be
complete two (2) days after the same shall have been posted.
18. Miscellaneous. This Lease constitutes the entire agreement among the Parties
and may not be changed or cancelled orally, but only in writing, signed by the
Party to be charged. This Lease shall be binding on the successors and assigns
of the Parties. The invalidity or unenforceability of any provision of this
Lease shall not affect the validity or enforceability or any other provision
hereof. The failure of Lessor to enforce performance by Xxxxxx of any obligation
hereunder shall not constitute a waiver of Xxxxxx's right to thereafter enforce
such performance.
19. Definitions.
"Casualty Event" - damage, destruction, loss theft, seizure, taking by
eminent domain or similar event with respect to the Equipment.
"Commencement Date" - with respect to each item of Equipment, the date
specified on the face of this Lease as the "Commencement Date".
"Equipment" - those items of equipment described on the face of this Lease
and in any Schedules.
"Lessee" - the corporation, partnership or individual so designated on the
face of this Lease.
"Xxxxxx"
"Party" - Lessor or Lessee.
"Rent" - the monthly charge set forth on the face of this Lease, or any
Schedule, payable by Lessee to Lessor for the use of the Equipment during
the Term and all extensions thereof.
"Schedules" - those pages annexed to this Lease and designated "Schedules".
"Supplier" - the manufacturer or distributor of the Equipment so designated
on the face of this Lease.
"Term" - with respect to each item of Equipment, the period commencing on
the Commencement Date and ending on the last day of the month which is the
number of months specified on the face of this lease.
Equipment List for Lease #1765, between SMA Video Inc. as Lessee and
The Terminal Marketing Company, Inc. as Lessor, dated June 26, 1996
1 HAL Express (7 1/2 minutes)
1 Annual Remote Diagnostics
5 days HAL Training In-House
1 Picturenet Plus Option
BY /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
LESSOR The Terminal Marketing Company, Inc., 0 Xxxxxxx Xxxxx, Xxx Xxxx,
N.Y., 10956
================================================================================
LESSEE & LOCATION OF EQUIPMENT SUPPLIER
Name SMA Video Inc. Name
Address 000 Xxxxxx xx xxx Xxxxxxxx, Address
10th Floor
City New York State NY Zip Code 10013 City/ State/ Zip Code
--------------------------------------------------------------------------------
EQUIPMENT DESCRIPTION
--------------------------------------------------------------------------------
See equipment list attached
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EQUIPMENT LOCATION, IF OTHER THAN AS ABOVE
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No. of RENTAL PAYMENT AMOUNT FIRST RENTAL PAYMENT
Months Check For This Amount
60 Must Accompany Lease
Application
60 Monthly Payments of $7,789.00 $15,578.00
Plus Sales Tax of $____________ for the first month and
Total $7,789.00 Last 1 Months
Commencement Date: ______________
--------------------------------------------------------------------------------
1. Lease of Equipment. Xxxxxx agrees to lease from Lessor and, upon acceptance
hereof by Xxxxxx, Xxxxxx agrees to lease to Xxxxxx, the Equipment, for the
period commencing with delivery of the Equipment to Lessee and ending upon the
expiration of the Term. Advance rentals paid by Lessee shall not be refundable
to Lessee in the event the Term does not commence.
2. Disclaimer. XXXXXX ACKNOWLEDGES THAT XXXXXX HAS NOT PARTICIPATED IN THE
SELECTION OF THE EQUIPMENT AND THAT THE EQUIPMENT IS OF THE TYPE, DESIGN, SIZE,
CAPACITY AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT LESSOR
WILL NOT, AND HAS NO OBLIGATION TO, INSPECT THE EQUIPMENT AND THAT LESSOR HAS
NOT MADE AND WILL NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR
IMPLIED ON WHICH LESSEE MAY RELY, WITH RESPECT TO THE MERCHANTABILITY, FITNESS,
SAFETY, CONDITION, QUALITY, DURABILITY OR SUITABILITY FOR LESSEE'S PURPOSES OF
THE EQUIPMENT IN ANY RESPECT, THE EQUIPMENT'S COMPLIANCE WITH ANY LAW, RULE,
SPECIFICATION OR CONTRACT PERTAINING THERETO, OR PATENT INFRINGEMENT, LATENT
DEFECTS, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED.
LESSEE FURTHER ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF, OR MERCHANT OR
DEALER IN, EQUIPMENT OF THE SAME TYPE AS THE EQUIPMENT AND THAT LESSOR HAS NO
DUTY TO ENFORCE ANY WARRANTIES ON BEHALF OF LESSEE. LESSOR SHALL NOT BE LIABLE
TO LESSEE FOR ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED
DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR BY ANY INADEQUACY THEREOF OR
DEFICIENCY OR DEFECT THEREIN, WHETHER DIRECT, INDIRECT, EXEMPLARY OR PUNITIVE,
WHETHER OR NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Lessee's Representations and Waivers. Lessor shall have no liability for
delay in delivery of the Equipment or for Supplier's failure to deliver the
Equipment or for performance of any other convenant, warranty or representation.
Lessee shall make any claim for breach of warranty or representation solely
against Supplier and shall, nevertheless, pay Lessor all Rent and Lessee hereby
waives any such claims as against Lessor. Lessor hereby assigns to Lessee,
solely for the purpose of making and prosecuting any such claim, all of the
rights which Lessor has against Supplier for breach of warranty or other
representation. Lessee understands and agrees that no salesman or other agent of
Supplier is an agent of Lessor and, therefore, no salesman or agent of Supplier
is authorized to waive or alter any term or condition of this Lease, and no
representation as to the Equipment or any other matter by any salesman or agent
of Supplier shall in any way affect Xxxxxx's duty to pay Rent and perform its
other obligations as set forth in this Lease. Lessee hereby acknowledges receipt
of a copy of this Lease. Lessor agrees to order the Equipment from Supplier upon
the terms and conditions of the purchase order provided by Supplier to Lessee
and attached hereto.
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THE REVERSE
SIDE WHICH ARE MADE A PART HEREOF AND WHICH XXXXXX ACKNOWLEDGES THAT HE HAS
READ.
---------------------------------------
LEASE NO. 1765 THIS IS A NON-CANCELLABLE
LEASE FOR THE TERM INDICATED ABOVE
ACCEPTED: LESSEE SMA Video Inc.
DATE 6/26 1996
THE UNDERSIGNED AFFIRMS THAT HE IS A
DULY AUTHORIZED CORPORATE OFFICER,
PARTNER OR PROPRIETOR OF THE ABOVE
NAMED XXXXXX.
6/26, 1996
LESSOR
By /s/ illegible By /s/ Xxxxxxx X. Xxxxxxxxx Title President
--------------------------- ------------------------
Authorized Signature
================================================================================
WHITE-ORIGINAL LESSEE'S SIGNATURE IN INK IS REQUIRED
YELLOW-LESSEE COPY ON LEASE COPIES
PINK-LESSOR COPY
CORPORATE CERTIFICATE
THE UNDERSIGNED DOES HEREBY CERTIFY THAT (a) I am the duly elected Secretary of
SMA Video Inc. a corporation duly organized and validly existing under the laws
of the State of New York ("Lessee"), and that as such officer I have access to
the original books and records of the Corporation and am authorized to make and
deliver this certificate; (b) the officers named below have been duly appointed
to, and currently hold, the offices of the Corporation set forth opposite their
respective names; and (c) at a duly constituted meeting of the Board of
Directors of Xxxxxx each of said officers was duly empowered and authorized in
and for the Corporation to execute and deliver that certain Lease Agreement with
THE TERMINAL MARKETING COMPANY, INC. dated June 26, 1996 and any other
document(s) deemed necessary or desirable in connection therewith, the execution
and delivery of such documents being conclusive evidence thereof:
NAME TITLE
Xxxxxxx X. Xxxxxxxxx President
Xxxxx X. Xxxxx Secretary
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
corporation on the date set forth below.
Corporate Seal
/s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx Secretary
6/26/96
----------------------------------
Date
CORPORATE CERTIFICATE
THE UNDERSIGNED DOES HEREBY CERTIFY THAT (a) I am the duly elected Secretary of
S.M.A. Real Time Inc. a corporation duly organized and validly existing under
the laws of the State of New York ("Lessee"), and that as such officer I have
access to the original books and records of the Corporation and am authorized to
make and deliver this certificate; (b) the officers named below have been duly
appointed to, and currently hold, the offices of the Corporation set forth
opposite their respective names; and (c) at a duly constituted meeting of the
Board of Directors of Xxxxxx each of said officers was duly empowered and
authorized in and for the Corporation to execute and deliver that certain Lease
Agreement with THE TERMINAL MARKETING COMPANY, INC. dated June 26, 1996 and any
other document(s) deemed necessary or desirable in connection therewith, the
execution and delivery of such documents being conclusive evidence thereof:
NAME TITLE
Xxxxxxx X. Xxxxxxxxx President
Xxxxx X. Xxxxx Secretary
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said
corporation on the date set forth below.
Corporate Seal
/s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx Secretary
6/26/96
----------------------------------
Date
GUARANTY
To induce The Terminal Marketing Company, Inc., as lessor ("Lessor"), to enter
into and accept a lease (the "Lease"), with SMA Video Inc. ("Lessee") and for
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby jointly, severally, and unconditionally
guarantee to Lessor, its successors and assigns, the prompt and due payment and
performance by Lessee of all of Lessee's obligations pursuant to the Lease and
all other documents and agreements entered into by Lessee in connection
therewith (the "Obligations"). Notice of acceptance of this guaranty, as well as
all demands, presentments and notices of every kind and nature are hereby waived
by the undersigned. Upon any default by Xxxxxx, Lessor may proceed directly and
immediately, without notice, against any or all of the undersigned to enforce
all rights and remedies against the undersigned, without proceeding against
Lessee or any other person and without exercising any other rights which Lessor
might then possess. The undersigned hereby waive (i) the right to require Lessor
to proceed against Lessee or to pursue any other remedy prior to proceeding
against the undersigned, and (ii) any right to the benefit of any modification
of the Obligations which occur as the result of any bankruptcy or insolvency of
Xxxxxx. The undersigned assume the responsibility for keeping informed of the
financial condition and circumstances of Xxxxxx, and Xxxxxx shall have no duty
to advise the undersigned of information known to it regarding such condition or
circumstances. The undersigned hereby agree, without demand, immediately to
reimburse Lessor for all costs and expenses including reasonable attorney's fees
incurred in the enforcement of this guaranty. This guaranty shall be constrained
in accordance with the laws of the State of New York or any Federal court in
such state in any action related to this guaranty. In any such action the
undersigned waives personal service of any summons and complaint and agrees that
service may be made by certified or registered mail at the address set forth
below.
Dated: June 26, 1996
/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------
Signature
Name: S.M.A. Real Time Inc
Address: 000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
/s/ illegible
---------------------------------------
Witness
GUARANTY
To induce The Terminal Marketing Company, Inc., as lessor ("Lessor"), to enter
into and accept a lease (the "Lease"), with SMA Video Inc. ("Lessee") and for
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby jointly, severally, and unconditionally
guarantee to Lessor, its successors and assigns, the prompt and due payment and
performance by Lessee of all of Lessee's obligations pursuant to the Lease and
all other documents and agreements entered into by Lessee in connection
therewith (the "Obligations"). Notice of acceptance of this guaranty, as well as
all demands, presentments and notices of every kind and nature are hereby waived
by the undersigned. Upon any default by Xxxxxx, Lessor may proceed directly and
immediately, without notice, against any or all of the undersigned to enforce
all rights and remedies against the undersigned, without proceeding against
Lessee or any other person and without exercising any other rights which Lessor
might then possess. The undersigned hereby waive (i) the right to require Lessor
to proceed against Lessee or to pursue any other remedy prior to proceeding
against the undersigned, and (ii) any right to the benefit of any modification
of the Obligations which occur as the result of any bankruptcy or insolvency of
Xxxxxx. The undersigned assume the responsibility for keeping informed of the
financial condition and circumstances of Xxxxxx, and Xxxxxx shall have no duty
to advise the undersigned of information known to it regarding such condition or
circumstances. The undersigned hereby agree, without demand, immediately to
reimburse Lessor for all costs and expenses including reasonable attorney's fees
incurred in the enforcement of this guaranty. This guaranty shall be constrained
in accordance with the laws of the State of New York or any Federal court in
such state in any action related to this guaranty. In any such action the
undersigned waives personal service of any summons and complaint and agrees that
service may be made by certified or registered mail at the address set forth
below.
Dated: June 26, 1996
/s/ Xxxxx X. Xxxxx
-------------------------------------
Signature
Name: Xxxxx X. Xxxxx
Address: 000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
/s/ illegible
-------------------------------------
Witness
GUARANTY
To induce The Terminal Marketing Company, Inc., as lessor ("Lessor"), to enter
into and accept a lease (the "Lease"), with SMA Video Inc. ("Lessee") and for
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby jointly, severally, and unconditionally
guarantee to Lessor, its successors and assigns, the prompt and due payment and
performance by Lessee of all of Lessee's obligations pursuant to the Lease and
all other documents and agreements entered into by Lessee in connection
therewith (the "Obligations"). Notice of acceptance of this guaranty, as well as
all demands, presentments and notices of every kind and nature are hereby waived
by the undersigned. Upon any default by Xxxxxx, Lessor may proceed directly and
immediately, without notice, against any or all of the undersigned to enforce
all rights and remedies against the undersigned, without proceeding against
Lessee or any other person and without exercising any other rights which Lessor
might then possess. The undersigned hereby waive (i) the right to require Lessor
to proceed against Lessee or to pursue any other remedy prior to proceeding
against the undersigned, and (ii) any right to the benefit of any modification
of the Obligations which occur as the result of any bankruptcy or insolvency of
Xxxxxx. The undersigned assume the responsibility for keeping informed of the
financial condition and circumstances of Xxxxxx, and Xxxxxx shall have no duty
to advise the undersigned of information known to it regarding such condition or
circumstances. The undersigned hereby agree, without demand, immediately to
reimburse Lessor for all costs and expenses including reasonable attorney's fees
incurred in the enforcement of this guaranty. This guaranty shall be constrained
in accordance with the laws of the State of New York or any Federal court in
such state in any action related to this guaranty. In any such action the
undersigned waives personal service of any summons and complaint and agrees that
service may be made by certified or registered mail at the address set forth
below.
Dated: 6/26, 1996
/s/ Xxxxxxx X. Xxxxxxxxx
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Signature
Name Xxxxxxx X. Xxxxxxxxx
Address 000 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
/s/ illegible
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Witness
CONSENT OF STOCKHOLDERS TO GUARANTY
The undersigned, being all of the stockholders of
S.M.A. Real Time Inc.
a New York corporation of 000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
do hereby consent that said corporation execute and deliver to THE TERMINAL
MARKETING COMPANY, INC., its guaranty of payment of the debts and obligations
now and hereafter incurred by
SMA Video Inc.
a New York corporation of 000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
said guaranty to be in such form and to contain such provisions as the Officer
executing the same may deem properly advisable, and do further consent that the
Board of Directors and the officers of this corporation do and they hereby are
empowered and authorized to do all things necessary to carry this consent into
effect.
DATED: this 26th day of June 1996
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxx
--------------------------------- -----------------------------
Xxxxxxx X. Xxxxxxxxx (Stockholder) Xxxxx X. Xxxxx (Stockholder)
CERTIFICATE OF SECRETARY
The undersigned Secretary of this corporation mentioned in the foregoing
stockholders consent and custodian of its stock books, DOES HEREBY CERTIFY:
That, according to the books of said corporation, the persons who have executed
the foregoing consent were at the time of execution the same and now are the
owners upon the books of said corporation of all of the outstanding shares of
the capital stock of said corporation.
IN WITNESS WHEREOF, I have signed and sealed this certificate the 26th day of
June 1996
CORPORATE SEAL
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx, Secretary
/s/ illegible
-----------------------------------
Witness
THE TERMINAL MARKETING COMPANY, INC.
0 Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
tel: (000)000-0000 fax: (000)000-0000
Gentlemen:
Provided you have complied with all of the terms of the Lease between us to be
dated as of June 26, 1996 and each and every schedule thereto with respect to
each item of equipment (as defined in the Lease) and such Lease is still in
effect, after all payments have been made you may buy such equipment from us.
The purchase price shall be $100.00 at the time you buy.
This agreement shall become effective upon execution and delivery of the Lease.
If this agreement sets forth our mutual understanding, would you please sign and
return a copy thereof.
Very truly yours, Xxxxxx and Accepted:
The Terminal Marketing Company, Inc. SMA Video Inc.
BY: /s/ illegible BY: /s/ Xxxxxxx X. Xxxxxxxxx
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3. [ ] The Debtor is a
transmitting utility.
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1. Debtor(s)(Last Name 2. Secured Party(ies) 4. For Filing Officer: Date,
First) and Name(s) and Time, No. Filing Office
Address(es): and Address(es)
SMA Video Inc. The Terminal Marketing
000 Xxxxxx of the Company, Inc.
Americas 0 Xxxxxxx Xxxxx
00xx Xxxxx Xxx Xxxx, X.X. 10956
New York, New York 10013
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5. This Financing Statement covers the 6. Assignee(s) of Secured
following types (or items) of property: Party and Address(es)
See equipment list attached
[ ]Products of the Collateral are also covered.
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7. [ ]The described crops are growing
or to be grown on.*
[ ]The described goods are or are
to be affixed to.*
[ ]The lumber to be cut or minerals
or the like (including oil and
gas) is on.
*(Describe Real Estate Below)
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8. Describe Real Estate Here: [ ] This statement is to be indexed
in the Real Estate Records:
No. & Street Town or City County Section Block Lot
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9. Name of a Record Owner
10. This statement is filed without the debtor's signature to perfect a security
interest in collateral (check appropriate box)
[ ]under a security agreement signed by debtor authorizing secured party to
file this statement, or
[ ]which is proceeds of the original collateral described above in which a
security interest was perfected, or
[ ]acquired after a change of name, identity or corporate structure of the
debtor, or [ ] as to which the filing has lapsed, or already subject to a
security interest in another jurisdiction:
[ ]when the collateral was brought into the state, or
[ ]when the debtor's location was changed to this state.
SMA Video Inc. The Terminal Marketing Company, Inc.
--------------------------------- --------------------------------------
By /s/ Xxxxxxx X. Xxxxxxxxx By /s/ illegible
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Signature(s) of Debtor(s) Signature(s) of Secured Party(ies)
(1) FILING OFFICER COPY - NUMERICAL
STANDARD FORM - FORM UCC-1 - APPROVED BY SECRETARY OF STATE OF NEW YORK
