1、THIS MASTER LEASE AGREEMENT is dated and effective as of_,_,_(M,D,Y) , (the Effective Date), by and between AAA Inc., a _ corporation, located at _ (together with any successors or assigns, the Lessor), and the Lessee indicated below (the Lessee). LESSEEFull Legal Name Trade Name BBBMailing Address
2、City State Zip_ _ CITY _ _Type of Legal Entity State of Organization Date of Establishment CORPORATION _ _1. LEASE. Lessor hereby leases to Lessee and Lessee hereby leases fromLessor all of the tangible personal property listed on each Equipment Schedule executed from time to time pursuant to this A
3、greement (each, an Equipment Schedule). Each Equipment Schedule shall besubstantially in the form annexed hereto as Annex A, shall incorporate by reference therein all of the terms and conditions of this Agreement and shall include such other terms and conditions upon which the parties have agreed (
4、each Equipment Schedule, together with this Agreement as it relates to such Schedule, is referred to herein as a Lease). With respect to each Lease, capitalized terms not defined in this Agreement shall have the meanings stated in the applicable Equipment Schedule. 2. NET LEASE. EACH LEASE IS A NET
5、LEASE, AND LESSEE SHALL PAY ALL COSTSAND EXPENSES OF EVERY CHARACTER, WHETHER FORESEEN OR UNFORESEEN, ORDINARY OR EXTRAORDINARY, IN CONNECTION WITH THE USE, POSSESSION, STORAGE, MAINTENANCE AND REPAIR OF THE EQUIPMENT. LESSEE ISUNCONDITIONALLY OBLIGATED TO PAY PERIODIC RENT AND ALL OTHER AMOUNTS DUE
6、 UNDER EACH LEASE REGARDLESS OF ANY DEFECT IN OR DAMAGE TO THE EQUIPMENT, LOSS OF POSSESSION OR USE OF THE EQUIPMENT OR DESTRUCTION OF THE EQUIPMENT FROM ANY CAUSE WHATSOEVER. LESSEES OBLIGATIONS UNDER EACH LEASE SHALL CONTINUE UNTIL SPECIFICALLY TERMINATED AS PROVIDED THEREIN. LESSEE IS NOT ENTITLE
7、D TO ANY ABATEMENT, REDUCTION,RECOUPMENT, DEFENSE, OR SET-OFF AGAINST PERIODIC RENT OR OTHER AMOUNTS DUE TO LESSOR UNDER EACH LEASE, WHETHER ARISING OUT OF SUCH LEASE (INCLUDING ANY BREACH, DEFAULT OR MISREPRESENTATION OF LESSOR) OR OUT OF LESSORS STRICT LIABILITY OR NEGLIGENCE, OR OTHERWISE. 3. TER
8、M. The term of this Agreement shall commence on the Effective Date and shall continue in effect thereafter as long as any Lease remains in effect. The term of each Lease shall commence on the LeaseCommencement Date as set forth in a Delivery and Acceptance Certificate signed by the Lessee in substan
9、tially the form annexed hereto as AnnexB (the Lease Commencement Date) and shall continue thereafter for the lease term set forth in the applicable Equipment Schedule (the Lease Term). Unless Lessee shall have given due notice of the exercise of one of the options available to Lessee under Section 1
10、3 hereof or shall have given Lessor written notice of noenewal at least 30 days prior to the expiration of any Lease Term, such Lease Term shall automatically renew for successive monthly periods until terminated by Lessee or Lessor upon at least 30 days prior written notice. 4. RENT. Lessee agrees
11、to pay Periodic Rent in the amount specified in each Equipment Schedule (the Periodic Rent). The initial Periodic Rent payment for each Lease shall be due on the date the Equipment is accepted by Lessee and subsequent Periodic Rent payments shall be due as specified on the applicable Equipment Sched
12、ule. All Periodic Rent and other amounts payable under each Lease (collectively referred to herein as Rent) shall be paid to Lessor at the address specified on the applicable Equipment Schedule or at such other address as Lessor may specify thereafter in writing. If any Periodic Rent or other Rent p
13、ayment is not paid within 10 days of its due date, Lessee agrees to pay as additional Rent a late charge equal to 5% of such unpaid Rent payment plus 1 1/2% per month of any amount due and unpaid for more than 30 days, or, if less, the maximum amount permitted under applicable law. Periodic Rent pay
14、able during any automatic renewal period described in Section 3 hereof shall be equal to the highest Periodic Rent payable during the initial Lease Term.Lessee hereby agrees that the amount of the Periodic Rent payments and Purchase Option Price under each Lease shall be adjusted to reflect any chan
15、ge in the Cost to Lessor set forth in the applicable Equipment Schedule as a result of Equipment change orders or returns, invoicing errors or other similar events. In the event of any such adjustment, Lessor will furnish to Lessee a written notice stating the final Cost to Lessor, Periodic Rent and
16、 Purchase Option Price.5. DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGES AND AGREES THAT: (a) EACH ITEM OF EQUIPMENT IS OF A TYPE, DESIGN, QUALITY AND MANUFACTURE SELECTED BY LESSEE, ACCEPTABLE TO LESSEE AND SUITABLE FOR LESSEES PURPOSES; (b) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQU(来自:
17、在点网)IPMENT OR THE REPRESENTATIVE OF EITHER; (c) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURERS WARRANTIES ON BEHALF OF ITSELF OR LESSEE; (d) LESSOR HAS NOT INSPECTED AND IS NOT OBLIGATED TO INSPECT THE EQUIPMENT; (e) LESSOR LEASES THE EQUIPMENT TO LESSEE AS IS WITHOUT WARRANTY OR REPRESENTATION
18、 EITHER EXPRESS OR IMPLIED, AND THE LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, AS TO (i) THE TITLE, CONDITION, FITNESS FOR USE FOR A PARTICULAR PURPOSE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, OPERATION, OR MERCHANTABILITY THEREOF, (ii) THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETH
19、ER OR NOT DISCERNABLE, (iii) THE ABSENCE OF INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT OR (iv) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN THE LESSOR AND THE LESSEE, ARE TO BE BORNE BY THE LESSEE. 6. USE, OPERATION AND RETURN OF EQUIPMENT.(a) Lessee agrees at
20、 its own expense to: (i) maintain the Equipmentin good appearance and condition, reasonable wear and tearexcepted; and (ii) use the Equipment in the manner for which it was intended and in compliance with all applicable laws andmanufacturer requirements and recommendations.(b) Lessee agrees not to a
21、ttach to the Equipment any accessory,equipment, or device not leased from Lessor unless it is easily removable without damaging the Equipment. Lessee agrees to pay all costs for parts, alterations, and additions to the Equipment (including those required by law), all of which immediately shall becom
22、e the property of Lessor. Lessor and Lessee intend that the Equipment shall remain personal property to Lessor. (c) Provided that no Default, as defined herein, has occurred and iscontinuing, Lessee is authorized on behalf of Lessor to enforce in its own name (and at its own expense) any warranty, i
23、ndemnity, or rights to damages relating to the Equipment which Lessor has against the supplier of such Equipment.(d) Not later than the expiration date of each Lease Term, Lesseeagrees, at its own expense and risk, to: (i) effect any repairs necessary to place the applicable Equipment in the same co
24、ndition as when received by Lessee, reasonable wear and tear excepted; (ii) cause such Equipment to be disassembled and crated in a workmanlike manner in accordance with the manufacturers recommendations (if any); and (iii) deliver such Equipment,freight prepaid, to a carrier selected by Lessor for
25、shipment to a location in the continental U.S. selected by Lessor.Reasonable wear and tear does not include (i) burns, tears in material or large scratches, gouges, dents, discolorations or stains, (ii) damage to drawers, runners, or locks such that they are not in good working order or (iii) the lo
26、ss of all keys for any locks. (e) If Lessee shall, for any reason whatsoever, fail to return anyEquipment at the time required by the applicable Lease, theobligations of Lessee as provided in such Lease shall continue in effect with respect to such Equipment until such Equipment is returned to the L
27、essor, and the amount of each Periodic Rent payment shall be equal to the highest Periodic Rent payment during the Lease Term of such Lease. However, this Section 6(e) shall not be construed as permitting Lessee to fail to meet its obligation to return the Equipment in accordance with therequirement
28、s of the applicable Lease or constitute waiver of any Default.7. LOSS OR DAMAGE. Lessee shall bear the risk of any disappearance of, damage to or loss of any item of Equipment from any cause whatsoever (a Casualty Occurrence). Lessee shall promptly notify Lessor in writing of any Casualty Occurrence
29、. Upon a Casualty Occurrence: (a) if the affected Equipment is repairable, Lessee shall, at Lessees expense, promptly restore the Equipment to good repair, condition and working order in accordance with the manufacturers recommendations and to the reasonable satisfaction of Lessor; or (b) if the aff
30、ected Equipment is an actual or constructive total loss or otherwise is not repairable, Lessee shall pay to Lessor on or before the next Periodic Rent Payment Date (such payment date, the Casualty Payment Date) an amount equal to the sum of (i) all amounts due and unpaid under the applicable Lease a
31、s of the Casualty Payment Date (including all Periodic Rent payments in respect of such Equipment, which shall be pro rated to the Casualty Payment Date, and any indemnity obligations), plus (ii) the present value of all future Periodic Rent payments for such Equipment, discounted on an annual basis
32、 at a discount rate equal to the ask yield to maturity of the U.S. Treasury Bill issue maturing in 180 days (or the issue maturing closest thereto), as published in the Wall Street Journal for the immediately preceding Rent Payment Date (or the next preceding business day if such date is not a business day), which Lessee agrees is
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