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<br />JUL-23-98 09:12 FROM,ASSOCIATES
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<br />10:9726523491
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<br />PACE 3/6
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<br />EQUIPMENT LEASE-PURCHASE AGREEMENT
<br />Le66ee; (Nwne and Address)
<br />SAMPLE
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<br />Lease No.
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<br />L8S$OI': (Name and Addl'G$$)
<br />Associates Commercial Corporation
<br />300 E. John Carpenter Freeway
<br />Irving, TX 75062
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<br />L~ Igl'ee$ to lease to Lessee and L~ ~9ree& to I8a&a from lessor tho Equipment described in any Schedule A now or hereaftBr attached
<br />herero rEquipmf!nt") in accordance with the folllJWing tenns and conditions of this Equipment \.eas&-Purehase Agreement ("LeaseM).
<br />1. TERM. This lease will become effeetiw upon tle execution hereof by Lessor. The tBrm of this Lease will commence on the date the Equipment is
<br />accepted pursuant to Section 3 hereunder and, unless earlier terminated 8$ exptmly provided for in this Lease. wiU continue until the expiration date
<br />(the MExpiration [)ateM) set forth in Schedule A attached hereto (the "Lease Term").
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<br />2. RENT. Lessee agrees to pay to LesiOT or its assignee th9 Lvase Paymet\t$. itlcludit\g the interest portion, eqval to the amounts spoeifiGd in
<br />Sehedule A. The lea$$ Payments will be payable without notice or demand at the offlce of Lessor (or such o1her place as Lessor or /t$ as$ignee may
<br />from time to time decignate In \Wiling), and wiU commence on the first lease Payment Date as set forth in Schedule A and thereafter on the subsequent
<br />dates set forth in Schedule A. MY payments received Iat.8r than tin (10) days from the due date will bear interest at the highest ~wfuI rate from the due
<br />dale. Except as specifically provided in Section 6 hereof. the obligation of Lessee to make the Lease Payments hereunder and perform all at its other
<br />obligations hereunder will be absolute and unconditional in aD evenW and will not be ,ubject to ~my ~. clefeme. QOUnterclaim, or reoQupment fO( atly
<br />teaSOI'I what$oever including, without limitation, any failur. of the Equipment to be delivered or installed. any defects, malfunctions. breakdowns 01'
<br />infirmities in the Equipment or lOy accident. condemnation or unforeseen circumstances. Lessee rlasonably beHeves that funds can be obtained
<br />sufficient to mak9 aD wse Payments during the Lease Term and hereby oovenat\t$ that it will do au things lawfully within its power to obtain,
<br />maintain and pl'c.JPer1y request and pursue funds from which the Lease Payment$ may be made, including making provisions for such payments to the
<br />extent necessary in each budget submitted for the pul'pl)Se of obtaining funding, using its bona fide best efforts to have such portion of the budget
<br />app\'Q\ied ~d exhausting aD available administrative revievJs and appeals in the emrt such portion of the budget is not approved. It is Lmee'$ i~ ~
<br />make Lease Payments for the full Leise Term if fund$ are legaJIy available therefor and in that regard lessee r8p(esents that the use of the Equipment
<br />is essential to its proper. efficient and ea>nomic operation. Lenor and Lmee unders~nc1 and intend that the obligation of Lmee to pay Lease
<br />PaymentS hereunder shall con$titute a CUlT9nt expense of Lessee and shaH not in any way be coostnled to be a debt of Lessee in contravention of MY
<br />Ipplicable constitutional or stltutg!)' limitation or requirement ceneerning !he c~ation of indebtedness by lessee, nor shaD anything contained herein
<br />constiMe a pledge of the general tax revenues. funds or monies of LeSGee.
<br />3. DELNERY AND ACCEPTANCE. Lessee shaU order the Equipment, cause the Equipment to be delivered and installed at the location specified on I'
<br />Schedule A rEquipment LocationW) al'ld pay any and aU dtlivtry and ins1aJJation costs in connection therewith. Lessee wiU accept the Equipment as
<br />soon as it has been deflVlred and inspected. Lessee wiU evidence its laCQeptanee of the Equipment by executing and delivering to Lessor a Delivery and
<br />Aectptanee Certificate (in the form provided by lessor) upon delivery at the Equipment
<br />4. DISCLAIMER OF WARRANTIES. lessee acknowledges and agrees that the Equipment is of a size, design and ~pacity selected by L.esset, that
<br />l8scor is der a manufacturer nor a vendor of such equipment that LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART
<br />THEREOF wAS.ISw AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR
<br />COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN,
<br />OPERATION, FITNESS FOR USE, OR SUITABIUTY OF THE EQUIPMENT IN ANY RESPECT WHATSOEvER OR IN CONNECTION WITH OR
<br />FOR THE PURPOSeS AND USES OF LESSEE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
<br />DISCOVERABLE. OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT. TRADEMARK OR COPYRIGHT, OR AS TO Am
<br />OBLIGATION BASED ON STRICT LIABILITY IN TORT OR PoUY OTHER REPRESENTATION, WAARAATY, OR COVENANT OF ANY KINO OR
<br />CHARACTER, exPRESS OR IMPLIED. WITH RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE
<br />BORNE BY LESSEE AND LESSOR SHALL NOT BE OBLIGATED OR UABLE FOR ACTUAL, iNCIDENTAL, CONSEQUENTIAL, OR OTHER
<br />DAMAGES OF OR TO LESSEE OR JWf OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECnON WITH THE USE OR
<br />PERFORMANCE OF THE EQUIPMENT AND TrlE MAINTENANCE THEREOF. lessor hereby assigns to Lessee during the Lease Term, $0 long as
<br />no Event of Oefatl~ has oecurrtd hereunder and is continuing. aD manuf3durer's warranties, if any, expressed 01' implied with respect to the Equipment
<br />and Lessor avthorizes l.es$ee to obtain the custome/)' Get'Vioe& fumished in connection with such wan-anties at lessee's eJ<pe1lW. Le$$ee'$ sole
<br />remedy for the breach of any such mamAlcturer's warranty shan be against the manufacturer of the Equipment, and not against Lessor. Lessee
<br />ll'JCpl'eSSIy acknowledges that lessor makes, and has made. no representations or warranties whatsotvlr as to the exi$tence or the availability of such
<br />warranties of the manufacturer of the Equipment
<br />5. RETURN OF EQUIPMENT. Unless Lessee shan have exercised its purchase option as provided in Section 20 hereof, upon the expiration of
<br />earlier termination of this Lease pursuant to the terms herwof, l..esset shaU, at its soIt expense but at lessor's option, return the Equipment to l.e$sor to
<br />any location in the continental United States de$igneted by Lessor,
<br />6. NON.APPROPRIAT/ON OF FUNDS; NON.SUBSTITUTION. Notwilhstanding anything eontained in this Lease to the contra!)'. in the event no
<br />funds or inst.lfflCient funds ate appropriated and budgeted Of al'e othtrwi$e unaVlilable by any means whatsoever in any fiscal period for Lease
<br />Payment$ due under this Leese, Lessee wi" immed'lItely notify lmor or its assignee in writing of such occurrence and this Lease GhaII terminate 0l'I the
<br />last day of the fiscal period for which appropnmns have been received or made without penalty 01' expense to Lessee. ~t 1$ to (i) the portion$ of
<br />Leese P41y~ herein 19reed upon for which funds shall have been appropriated and budgeted or are otherwili8 a~iIable 800 (ii) Lmee'$ other
<br />obIigatiol'l$..-1d Iilbilities I.I1der this Lease relating to, or accruing or arising prior to, sueh tormination. in tho evel'lt of $uch termination. ~mee agrees to
<br />peaoeabIy surrender possession or the Equipment to Lessor or its assignee on the date of such termination in the manner set forUl in Section l> hereof
<br />and Lessor will have alllegll and equiI2ble rights and remedies to 12ke possocsion of the Equipmvnt. Notwithstanding ~ foregoing, Lessee agrees (i)
<br />th$t ~ will not cancel this Lease and this Lease shaU not terminate under the provi$ion$ of this Section if any funds are appropriated to it, 01' by it, for the
<br />acquisition, retention or operation of the Equipment or other eql,lipment t1' services performing functions similar to the functions of the Equipmvnt for the
<br />fiscal period in which such termumon would hive otherwise occurred or for the next succeeding fiscal period. and (ii) that ~ will not during the Lease
<br />T Im'l give priority in the appf'1cation of funds to any other functionaUy similar equipmont or to $eI'Vioe$ performing functions similar to the functions of tho
<br />Equipment Thil section will not be construed so as to permit l.tsste to terminate U'Iis Lease in order to purchase, lease, rent or otheMise aoquire the
<br />use of any other equipment or services perforrmg functions similar to the functions of the Equipment, and, if this Lease termil18te5 pursuant to this
<br />Section. Lessee agrees that durins the *" period immediaWly fQlfowing the fiscal period in which such termination occurs it will not so purchase,
<br />lease, rent or othelwise aoql.liz'e the use of ,ny such other equipment or services.
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