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EXHIBIT 10.5
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Lease No. __________
MASTER EQUIPMENT LEASE
This is a Master Equipment Lease between STAR BANK, NA whose principal
office is located at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx ("Lessor") and XXXXXX
RESEARCH ASSOCIATES, INC. whose principal office is located at 000 Xxxx Xxxxxx,
000, Xxxx xx Xxxxxxxxxx, Xxxx ("Lessee").
1. LEASE. Lessor agrees to lease to Lessee and Lessee agrees to lease
from Lessor, subject to the terms and conditions set forth herein, the items of
personal property (the "Equipment") described in each Acceptance Supplement (a
"Supplement") executed and delivered by the parties hereto pursuant to the terms
of this Master Equipment Lease ("Lease"). Each Supplement shall be in the form
prescribed by Lessor and, upon the execution and deliver thereof, shall
constitute a part of this Lease to the same extent as if the provisions thereof
were set forth in full in this Lease, the terms "Agreement," "hereof," "herein,"
and "hereunder," when used in this Lease, shall mean this Lease, each Supplement
and each Schedule. This Agreement Constitutes an agreement of lease and nothing
herein contained shall be construed as conveying to Lessee any right, title, or
interest in the Equipment except as Lessee only.
2. TERM; ACCEPTANCE; RENT; RETURN. The term of lease of each item of
Equipment shall commence on the Commencement Date specified in the Supplement
pertaining to such Equipment and, unless earlier terminated pursuant to the
provisions hereof, shall continue for the term specified in such Supplement.
Lessee's execution and delivery of each Supplement shall constitute Lessee's
irrevocable acceptance of the Equipment covered thereby for all purposes of this
Agreement. Lessee shall pay to Lessor (at Lessor's office specified above, or as
Lessor may otherwise designate), rent as specified in each Supplement. Each date
on which an installment of rent is payable is hereunder called a "Rent Payment
Date." As to each Supplement, the first Rent Payment Date shall be the Rent
Payment Date set forth therein, with the succeeding Rent Payment Dates on the
corresponding day of each month thereafter. In addition, if applicable, Lessee
shall pay interim rent for the period between rent for the period between the
Commencement date and the first Rent Payment Date based on a 30 day month and
the number of days between the Commencement Date and the first Rent Payment
Date. Lessee shall also pay to Lessor, on demand, a late payment charge of 5% of
each installment of rent and any other amount owing hereunder which is not paid
when due. Upon the expiration or earlier termination of the term of lease of
each item of Equipment leased hereunder. Lessee shall as its expense return such
item to lessor at such location as Lessor may designate, in the condition
required to be maintained by Section 7 hereof.
3. DISCLAIMER OF WARRANTY. LESSOR MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE EQUIPMENT, OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER. Lessee confirms that it has made (or will make) the selection of
each item of Equipment on the basis of its own judgment and expressly disclaims
reliance upon any statements, representations or warranties made by Lessor.
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Lessor shall not be liable to Lessee for any matter relating to the ordering,
manufacture, purchase, delivery, assembly, installation, testing, operation or
servicing of the Equipment or for any claim, loss, damage or expense of any kind
related to or caused by the Equipment. Lessor hereby assigns to Lessee all
rights which Lessor has or may acquire against any manufacturer, supplier, or
contractor with respect to any warranty or representation relating to the
Equipment leased hereunder. This assignment to Lessee is only of those
representations which are by law or by their terms assignable, and Lessor makes
no representation or warranty of any manufacturer, supplier or contractor.
4. EQUIPMENT TO REMAIN PERSONAL PROPERTY; LOCATION; IDENTIFICATION:
INSPECTION. Lessee represents that the Equipment shall be and all times remain
separately identifiable personal property. Lessee shall, at its expense, take
such action as may be necessary to prevent any third party from acquiring any
right to or interest in the Equipment by virtue of the Equipment being deemed to
be real property or a part of other personal property and shall indemnify Lessor
against any loss which it may sustain by reason of Lessee's failure to do so.
The Equipment may not be removed from the location specified in the Supplement
pertaining thereto without Lessor's prior written consent. If requested by
Lessor, Lessee shall attach to and maintain on the Equipment a conspicuous plate
or marketing disclosing Lessor's ownership therein. Lessor or its
representatives may, at reasonable times, inspect the Equipment.
5. TAXES: INDEMNITY. Lessee agrees to pay, and to indemnify and hold
Lessor harmless from, all license fees, assessments, and sales, use, property,
excise, and other taxes and charges (other than federal income taxes and the net
income of Lessor for reasons other than the ownership or leasing of the
Equipment in such jurisdiction) imposed upon or with respect to (a) the
Equipment or any part thereof arising out of or in connection with the shipment
of Equipment or the possession, ownership, use of operation thereof, or (b) this
Agreement or the consummation of the transactions herein contemplated. Lessee
further agrees to assume liability for, and to indemnify and hold Lessor
harmless against, all claims, costs, expenses, damages, and liabilities arising
from or pertaining to the manufacture, assembly, installation, ownership, use,
possession and operation of the Equipment, including, without limitation, latent
and other defects, whether or not discoverable by Lessee or any other person,
any expense, liability or loss directly or indirectly related to or arising out
of any injury to any person or tangible or intangible property, whether arising
from negligence or under any theory of strict or absolute liability or any other
cause, or any claim for patent or copyright infringement, together with all
legal fees and expenses reasonably incurred by Lessor in connection with any
liability asserted against it, whether groundless or otherwise. The agreements
and indemnities contained in this Section shall survive the expiration or
earlier termination of this Agreement.
6. ASSIGNMENT, SUBLETTING, ENCUMBRANCES. (a) Without Lessor's prior
written consent, Lessee shall not (i) assign, transfer, pledge, hypothecate or
otherwise dispose of this Lease or any interest herein, (ii) sublet or lend the
Equipment or (iii) permit the Equipment to be used by anyone other than Lessee
or Lessee's employees in their capacity as employees of Lessee. Neither this
Lease nor any interest herein is transferable by operation of law. For purposes
of this Lease, a change of control, whether direct or indirect, shall be
considered an assignment of this
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lease, (b) Lessor may sell, assign, transfer, grant security interests in or
otherwise dispose of all or any portion of its right, title and interest in and
to any Item of Items of Equipment, this Lease (including, without limitation,
any Schedule) or any of the foregoing, to any lender or other entity
("Assignee"). Lessee hereby consents to such sales, assignments and transfers
and agrees (i) upon receipt of written notice of the same from Lessor, to pay
rent hereunder as directed by such notice; (ii) to perform or observe, as the
case may be, all of its obligations hereunder may be exercised by Assignee);
(iii) to execute and deliver to Lessor such documentation as Lessor or Assignee
may reasonably request, including without limitation Uniform Commercial Code
financing statements; and (iv) to furnish to Assignee copies of any notices
given by Lessee under this Lease or any Schedule. Assignee shall have all of the
rights but, unless otherwise agreed in writing executed by Assignee, none of the
obligations of Lessor under this Lease, and Lessee shall not look to Assignee
for performance thereof.
7. USE, REPAIRS, ETC. Lessee will cause the Equipment to be operated in
accordance with the manufacturer's or supplier's instructions or manuals by
competent and duly qualified personnel only and in compliance with all laws and
regulations and the insurance policies required to be maintained hereunder. The
Equipment shall also be maintained in accordance with the instructions contained
in Schedule B to each Supplement. Lessee will, at its expense, maintain the
Equipment in good repair, condition and working order and furnish all parts,
mechanisms, devices, and servicing required therefore so that the value and
condition thereof will at all times be maintained, normal wear and tear
excepted. All such parts, mechanisms and deices shall immediately, without
further act, become part of the Equipment for all purposes of this Agreement
without cost to Lessor, Lessee will not alter or add to the Equipment without
Lessor's prior written consent. Lessee will remove any attachments, alterations,
or accessories at the termination of this Lease if Lessor shall so demand. In
the absence of such demand, all attachments, alterations or accessories shall
become part of the Equipment at the time of their attachment thereto.
8. LOSS, DAMAGE. If any Equipment shall be lost, stolen, destroyed,
damaged beyond repair, or rendered permanently unfit for normal use for any
reason, or in the event of any condemnation, confiscation, seizure, or
requisition of title to or use of any Equipment (each of the foregoing being
hereinafter called a "Loss"). Lessee shall promptly pay to Lessor an amount
equal to the sum of (i) all rent and other amounts due and owing hereunder for
such Equipment to and including the date of the Loss, and (ii) the Stipulated
Loss Value of such Equipment computed as of the Rent Payment Date occurring on
or immediately preceding the date of the Loss as set forth in Schedule A
attached to each Supplement, whereupon Lessor will transfer to Lessee, without
recourse or warranty, all of Lessor's right, title, and interest in such
Equipment. If any Equipment is damaged as the result of an event not
constituting a Loss, Lessee shall promptly cause such item to be repaired or
replaced in accordance with the provisions of Section 7 hereof.
9. INSURANCE. Lessee shall maintain at all times on the Equipment, at
Lessee's expense, property damage, direct damage, liability insurance and such
other insurance coverage as Lessor shall require in such amounts, against such
risks, and in such form and with such
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insurers as shall be satisfactory to Lessor. The required insurance shall be as
specified in the applicable Supplement; provided, that the amount of direct
damage insurance shall not on any date be less than the greater of the full
replacement value or the Stipulated Loss Value of the Equipment as of such date.
Each insurance policy will name Lessor as additional insured and as loss payee,
and shall contain a clause requiring the insurer to give to Lessor at least 30
days prior written notice of any alteration in or cancellation or other evidence
satisfactory to Lessor that such insurance coverage is in effect, provided,
however, that Lessor shall be under no duty to ascertain as to the existence or
adequacy of such insurance.
10. NON-CANCELLABLE AGREEMENT: LESSEE'S OBLIGATIONS UNCONDITIONAL. This
Agreement cannot be cancelled or terminated except as expressly provided herein.
Lessee agrees that its obligation to pay all rent and other amounts payable
hereunder and to perform its duties with respect hereto shall be absolute and
unconditional and is not and shall not be subject to:
(a) Any setoff, counterclaim, recoupment, defense, or other right
which Lessee may have against Lessor , the manufacturer, or
supplier of any Equipment or anyone else for any reason
whatsoever;
(b) Any defect in the condition, design, title, operation, or
fitness for use, or any damage to loss of any Equipment;
(c) Any insolvency, reorganization or similar proceedings by or
against Lessee; or
(d) Any other event or circumstances whatsoever, whether or not
similar to the foregoing.
Each rent or other payment made by Lessee hereunder shall be final and Lessee
will not seek to recover all or any part of such payment from Lessor for any
reason whatsoever.
11. DEFAULT. If (i) Lessee shall fail to make any payment of rent or
other amount owing hereunder when due; (ii) Lessee shall fail to perform or
observe any other covenant, agreement, or condition hereunder or under any other
agreement with Lessor; (iii) any representation or warranty made by Lessee
herein or in any document or certificate furnished Lessor in connection herewith
shall prove to be incorrect at any time; (iv) as a result of or in connection
with a material change in the ownership of Lessee's Stock, Lessee's debt to
worth ratio equals or exceeds twice Lessee's debt to worth ratio as of the date
of this Lease, without the prior written consent of Lessor (as used herein,
"debt to worth ratio" shall mean the ratio of (x) Lessee's total liabilities
which, in accordance with GAAP, would be included in the liability side of a
balance sheet, to (y) Lessee's tangible net worth including the sum of the par
or stated value of all outstanding stock, surplus and undivided profits, less
any amounts attributable to good will, patents, copyrights, mailing lists,
catalogs, trademarks, covenants not to compete, bond discount and underwriting
expenses, organization expense and other intangibles, all determined in
accordance with XXXX), (v) Lessee fails to maintain throughout the term of this
Agreement all significant accounts (including, without limitation, all
significant operating accounts, demand and time deposit accounts, certificate of
deposit accounts and safekeeping accounts) and/or other banking relationships
currently established between Lessee and Lessor; (vi) Lessee shall become
insolvent or shall be generally not paying its debts as they become due or shall
default with any other creditor, or shall make an assignment for the benefit of
creditors or consent to the
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appointment of a trustee or receiver, or a trustee or receiver shall be
appointed for Lessee or for a substantial part of its property or for the
Equipment, or reorganization, arrangement, insolvency, dissolution, or
liquidation proceedings shall be instituted by or against Lessee; or (vii)
Lessor, in its good faith judgment, deems itself insecure as to lessee's
financial condition or performance under the Lease teach of the foregoing being
herein called and "Event of Default"), then Lessor may declare this Agreement to
be in default and may do one or more of the following with respect to any or all
of the Equipment as Lessor in its sole discretion may elect, to the extent
permitted by, and subject to compliance with any mandatory requirements of
applicable law then in effect: (a) demand that Lessee, and Lessee shall at its
expense upon such demand, return the Equipment promptly to Lessor in the manner
and condition required by and otherwise in accordance with the provisions of
Section 2 hereof, as if the Equipment were being returned at the expiration of
its term of lease hereunder, or Lessor, at its option, may enter upon the
premises where the Equipment is located and take possession of and remove the
same by summary proceedings or otherwise, all without liability to Lessor for
damage to property or otherwise and to the extent permitted by law. Lessee
waives any right it may have in such instance to a judicial hearing prior to
such retaking, (b) sell the Equipment at public or private sale, with or without
notice to Lessee or advertisement, or otherwise dispose of, hold, use, operate,
lease to others or keep idle the Equipment as Lessor may determine all free and
clear of any rights of Lessee and without any duty to account to Lessee with
respect to such action or inaction or for any proceeds with respect thereof; (c)
by written notice to Lessee, demand that Lessee pay and Lessee shall pay to
Lessor, as liquidated damages for loss of a bargain and not as a penalty, on the
payment date specified in such notice, an amount (together with interest thereon
at the rate of 18% per annum or at the highest rate permitted by law, whichever
is less, from said date to the date to the date of actual payment) equal to the
amount by which the Stipulated Loss Value of the Equipment computed as of the
Rent Payment Date occurring on or immediately proceeding the payment date
specified in such notice exceeds the Fair Market Sales Value of such Equipment;
and (d) Lessor may exercise any other right or remedy which may be available to
it under applicable law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof or to rescind this
Agreement. In addition, Lessee shall be liable for all unpaid rent and other
amounts due hereunder before or during the exercise of any of the foregoing
remedies and for all legal fees, taxes, governmental charges and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including placing any
Equipment in the condition required by Section 7 hereof. Furthermore, Lessee's
obligations under this Agreement may be secured by collateral given by Lessee to
Lessor and, upon the occurrence of an Event of Default, Lessor shall be entitled
to the benefits of such collateral and any document or instrument providing
therefor. Lessee grants the Lessor a security interest in all deposits and
account balances and credits of the Lessee or other sums credited by or due from
the Lessor to the Lessee in the possession of or in transit to the Lessor, now
existing or hereafter arising, and all proceeds thereof, and the Lessor may
treat such deposits and sums against the Lessee as the Lessor deems appropriate,
and/or refuse to honor orders to pay or withdraw such deposits or sums.
For the purpose of the preceding paragraph, the "Fair Market Sales
Value" of any Equipment shall mean such value to Lessor net of all expenses and
costs whatsoever which are incidental to the reclamation of the Equipment and
the sale thereof as determined (at Lessee's
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expense) by an independent appraiser selected by Lessor; provided, however, that
(i) the "Fair Market Sales Value" of any Equipment shall be zero if Lessor is
unable to recover possession thereof in accordance with their terms of clause
(a) of the immediately preceding paragraph, and (ii) if Lessor shall have sold
any Equipment prior to the giving of the notice referred to in clause (c) of the
immediately preceding paragraph, the "Fair Market Sales Value" thereof shall be
the net proceeds of such sales after deducting all costs and expenses incurred
by Lessor in connection therewith. Except as expressly provided above, no remedy
referred to in this Section is exclusive, but each shall be cumulative and in
addition to any other remedy referred to herein or otherwise available to Lessor
at law or equity; and the exercise or beginning of exercise by Lessor constitute
a waiver of any other or subsequent Event of Default. To the extent permitted by
law, Lessee waives any rights now or hereafter conferred by statute or otherwise
which may require Lessor to sell, lease or otherwise use the Equipment in
mitigation of Lessor's damages or which may otherwise limit or modify any of
Lessor's rights or remedies.
12. LESSOR'S RIGHTS TO PERFORM. If Lessee fails to make any payment
required to be made hereunder or fails to comply with any other agreements
contained herein, Lessor may make such payment or comply with such agreement and
the amount of such payment or compliance, shall be payable by Lessee on demand
and until paid shall bear interest at the Lessor's Prime Rate plus 4% up to any
maximum rate permitted by Ohio and federal law.
"Prime Rate" shall mean the rate announced as such from time to time by
Lessor. Such rate is determined solely by Lessor pursuant to market factors and
its own operating needs and such rate is not necessarily Lessor's best or most
favorable rate for Equipment or other loans.
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ACCEPTANCE SUPPLEMENT
(True Lease)
Supplement No. 02 to Master Equipment Lease No. 909 Commencement Date: January
31, 1995. Initial Lease Term: Thirty-Six Months. THIS ACCEPTANCE SUPPLEMENT is
executed and delivered by STAR BANK, NA ("Lessor") and XXXXXX RESEARCH
ASSOCIATES, INC. ("Lessee"), pursuant to, and in accordance with the Master
Equipment Lease dated January 31, 1995 between Lessor and Lessee (the
"Agreement"), defined terms therein being used herein with their defined
meanings.
A. The Equipment covered by this Acceptance Supplement has a total
acquisition cost of Sixty-Nine Thousand, Nine Hundred Ninety-Five & 00/100
Dollars ($69,995.00) and consists of the items identified on Schedule C,
attached hereto and made a part hereof.
B. Lessee confirms that said Equipment has been delivered to it, on the
_______ day of __________________________________, 19____, duly assembled and
installed in good working order and condition, at the following location:
PHYSICAL LOCATION TAX DISTRICT
000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxx: Xxxxxxxx
Xxxxxxxxxx, Xxxx 00000-0000 Township/School Dist:
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C. Lessee hereby: (a) confirms that said Equipment is of the size,
design, capacity and manufacture selected by it and meets the provisions of any
purchase order pursuant to which Lessor has acquired title thereto; and (b)
irrevocably accepts said Equipment as-is, where-is for all purposes of the
Agreement as of the Commencement date set forth above.
D. The Commencement Date and the Initial Lease Term of said Equipment
under the Agreement, unless earlier terminated pursuant to the provisions of the
Agreement, shall be as set forth above. Lessee or Lessor may terminate this
Acceptance Supplement effective at the expiration of the Initial Lease Term or
any renewal term, by giving the other party 90 days prior written notice. If
notice of termination is not given at least 90 days prior to such expiration,
then the Initial Lease Term shall be automatically extended for an additional
period of three months on the same terms provided for during the Initial Lease
Term. No notice of termination may be revoked without prior written consent of
the other party.
E. As rent for said Equipment throughout the term of lease referred to
in the preceding paragraph D, Lessee shall pay to Lessor in accordance with the
terms of the Agreement 35 consecutive rental payments of $2,239.84 each. Rental
payments shall be made monthly. The first Rent Payment Date shall be February
20, 1995 with subsequent rental payments commencing March 20, 1995 to and
including January 20, 1998. Lessee shall pay applicable sales or use tax added
to each Rent Payment.
F. Tax Indemnity.
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(a) Lessor, as the owner of the Equipment, shall be entitled
to such deductions, credits and other benefits as are provided by the Internal
Revenue Code of 1986, as amended (hereinafter called the "Code"), to an owner of
property.
(b) Lessee agrees that neither it nor any corporation
controlled by it, in control of it, or under common control with it, directly or
indirectly, will at any time take any action or file any returns or other
documents inconsistent with the foregoing and that each of such corporations
will file such returns, take such action and execute such documents as may be
reasonable and necessary to facilitate accomplishment of the intent thereof.
Lessee agrees to copy and make available for inspection and copying by Lessor
such records as will enable Lessor to determine whether it is entitled to the
benefit of any amortization or depreciation deduction or tax credit which may be
available from time to time with respect to the Equipment.
(c) If, under any circumstances or for any reason whatsoever,
except for acts of the Lessor, (i) Lessor shall become liable for additional tax
as a result of Lessee having added an attachment or made an alteration to the
Equipment which would increase the productivity or capability of the Equipment
so as to violate the provisions of Rev. Proc. 75-21, 1975-1 C.B. 715, as
modified by Rev. Proc. 79-48, 1979-2 C.B. 529 (and as either or both may
hereafter be modified or superseded); (ii) the statutory full-year marginal
Federal tax rate for corporations with a December 31 tax year-end is greater
than thirty-four (34) percent; or (iii) Lessor shall lose, shall not have or
shall lost the right to claim, or there shall be disallowed or recaptured all or
any portion of the Federal tax depreciation deductions with respect to any item
of Equipment based on depreciation of the Lessor's full cost of such item of
Equipment and computed on the basis of a method of depreciation provided by the
Code as Lessor in its complete discretion may select, then Lessee agrees to pay
Lessor upon demand an amount which, after deduction of all taxes required to be
paid by Lessor in respect of the receipt thereof under the laws of any federal,
state, or local government or taxing authority of the United States or of any
taxing authority of government subsidiary of any foreign country, shall be equal
to (1) an amount equal to the additional income taxes which would be paid or
payable by Lessor in consequence of the failure to obtain the benefit of a
depreciation deduction calculated under the assumption that Lessor's income is
taxed at the highest applicable rate (without regard to the actual taxes paid by
Lessor), and (2) any interest and/or penalty which may be assessed in connection
with any of the foregoing.
(d) The provisions of this Section 12 shall survive the
expiration of earlier termination of this Agreement.
G. Pursuant to Section 9 of the Agreement, Lessee shall maintain at a
minimum the following insurance coverage:
Personal Property Amount: $59,995.00. Liability Amount: $1,000,000.00.
Such insurance shall be provided by an insurance company admitted to do
business in the State of Ohio with no less than a B rating. Each insurance
policy will contain
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a clause requiring the insurer to give to Lessor at least 30 days prior written
notice of any alteration in or cancellation of such insurance and will name as
Loss Payee and Additional Insured:
Star Bank, National Association
Equipment Finance Division
000 Xxxxxx Xxxxxx, Xxx 0000
Xxxxxxxxxx, Xxxx 00000
The Lessee shall request the insurance company send a Certificate of
Insurance to the Loss Payee at the above address.
H. The Purchase option price for the Equipment pursuant to paragraph 19
of the Agreement shall be (check applicable box):
[X] A price equal to the then appraised Fair Market Sales Value of the
Equipment, as determined (at Lessee's expense) by an independent appraiser
selected by Lessor;
[ ] $
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The purchase price shall be payable as set forth in paragraph 9 of the
Agreement.
I. All provisions of the Agreement are hereby incorporated by reference
in this Acceptance Supplement to the same extent as if fully set forth herein.
J. ADDITIONAL PROVISIONS. The Lessee and Lessor further agree as
follows:
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APPROVED AND AGREED to by the parties hereto as of the Commencement Date set
forth above.
LESSOR: Star Bank, NA LESSEE: Xxxxxx Research Associates, Inc.
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The undersigned affirms that s/he is duly
authorized to execute and deliver this
acceptance supplement on behalf of Lessee.
By: /s/ Xxxx Xxxx Xxxx By: /s/ Xxxxxxxxxxx Xxxxxx
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Title: Marketing Rep Title: President
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Witness Witness /s/
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ADDITIONAL PROVISIONS
Supplement No. 01 and 02 to Master Equipment Lease 909.
"Lessee hereby acknowledges and agrees that any and all assets
included under the Security Agreement dated October 11, 1994
shall be utilized as additional security on the above
referenced leases until the maturity of said leases."
AGREED to this 31st day of January, 1995.
LESSOR: LESSEE:
Star Bank, X.X. Xxxxxx Research Associates, Inc.
By: /s/ Xxxx Xxxx Xxxx By: /s/ Xxxxxxxxxxx Xxxxxx
-------------------------- ----------------------------------------
Title: Marketing Rep Title: President
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SCHEDULE B
SUPPLEMENT NO. 01 TO MASTER EQUIPMENT LEASE NO. 909
MAINTENANCE PROVISIONS
A. Maintenance is to be provided at all times during the lease
term by the manufacturer or manufacturer recognized service
company.
X. Xxxxxx has the right to review and approve maintenance.
C. Copies of all maintenance contracts and records to be provided
at Lessor's request.
D. No repairs, modifications or other alterations shall be made
without Lessor's consent.
E. All parts which are lost, destroyed or deemed unfit for use
shall be replaced at Lessee's expense.
F. Additions, modifications or upgrades shall become the property
of Lessor, unless they can be easily removed without
degradation to original equipment.
G. The Lessor at his sole discretion may from time to time
inspect the Equipment at the Lessor's sole expense.
H. If any discrepancies are found pertaining to the general
condition of the Equipment, the Lessor will communicate the
discrepancies to the Lessee in writing. The Lessee shall have
30 days to rectify these discrepancies at his sole expense.
I. The equipment will be de-installed at Lessee's expense by
manufacturer's technicians.
J. The Lessee, at its expense, will cause the Equipment to be
delivered to any point in the United States in a manner
consistent with the manufacturer's recommendations for
transportation and packaging of the Equipment.
K. The Lessee will provide, at no expense to Lessor, 120 days of
free storage at the current location. The Equipment will be
stored in accordance with manufacturer's recommendations
regarding storage.
L. Lessee shall be responsible for any licensing or related fees
upon the resale of the Equipment.
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APPROVED AND AGREED to by the parties hereto as of the 27th day of
January, 1995.
LESSOR: LESSEE:
STAR BANK, NATIONAL ASSOCIATION XXXXXX RESEARCH ASSOCIATES,
INC.
The undersigned affirms that s/he is duly
authorized to execute this Schedule on
behalf of Lessee.
By: /s/ Xxxxx Xxxx Xxxx By: /s/ Xxxxxxxxxxx Xxxxxx
-------------------------- ----------------------------------------
Title: Market Rep Title: President
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Witness: Witness: /s/
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