EXHIBIT 10.1
Universal
Capital
Master Lease Agreement
Dated and effective as of 8/31/00 ("Effective Date"), this MASTER LEASE
AGREEMENT ("Agreement") is entered into by and between General Electric Capital
Corporation, a New York corporation with offices at POB 3199 00 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000 (together with any successor or assignee, "Lessor") and the
Lessee indicated below (together with any successor or permitted assignee,
"Lessee").
LESSEE: LEGAL NAME: Satcon Technology Corporation
TRADE NAME (if any):
ADDRESS: 000 Xxxxx Xxxxxx
XXXXXXXXX, XXXXXXXXXXXXX 00000
CONTACT and TELEPHONE: Xxxx Xxxxx
LEGAL ENTITY Type: Corporation
State of Organization: MASSACHUSETTS
Date of Establishment:
LEASE TERMS AND CONDITIONS:
1. LEASING. Subject to the terms of this Agreement, Lessor agrees to
lease to Lessee and Lessee agrees to lease from Lessor the equipment
(collectively, the "Equipment" and individually a "unit of Equipment") described
in any equipment schedule (a "Schedule") signed by Lessee and approved by
Lessor. Each Schedule will incorporate all the terms of this Agreement and will
constitute a separate agreement for lease of the Equipment (each, a 'Lease').
With respect to each Lease, capitalized terms not defined in this Agreement will
have the meanings stated in the applicable Schedule. Unless it purchases the
Equipment under Section 14 ('Options'), Lessee does not have any right or
interest in the Equipment except as a lessee. This Agreement is effective from
the Effective Date, and will continue until all Leases have terminated or
expired.
2. NET LEASE. EACH LEASE IS A NET LEASE. LESSEE IS UNCONDITIONALLY
OBLIGATED TO PAY MONTHLY RENT AND OTHER AMOUNTS DUE UNDER SUCH LEASE REGARDLESS
OF ANY DEFECT OR DAMAGE TO EQUIPMENT, OR LOSS OF POSSESSION, USE OR DESTRUCTION
FROM ANY CAUSE WHATSOEVER, LESSEE'S OBLIGATIONS CONTINUE UNTIL SPECIFICALLY
TERMINATED AS PROVIDED IN SUCH LEASE LESSEE IS NOT ENTITLED TO ANY ABATEMENT,
REDUCTION, RECOUPMENT, DEFENSE OR SET-OFF AGAINST MONTHLY RENT OR OTHER AMOUNTS
DUE TO LESSOR OR ITS ASSIGNEE, WHETHER ARISING OUT OF SUCH LEASE OR OUT OF
LESSORS STRICT LIABILITY OR NEGLIGENCE, FROM ANY THIRD PARTY, OR OTHERWISE.
3. PURCHASE OF EQUIPMENT. Lessor is not obligated to purchase or lease
a unit of Equipment unless before the Last Funding Date: (i) Lessor receives
from Lessee a fully signed and completed Agreement, Schedule, Purchase Order
Assignment in the form of Annex A attached to the applicable Schedule and such
other documents as Lessor may require; (ii) Lessee has irrevocably accepted the
unit of Equipment for lease from Lessor by properly signing and delivering to
Lessor a Certificate of Acceptance in the form of Annex B attached to the
applicable Schedule; (iii) Lessor has received from Supplier clear and
unencumbered title to the Equipment; and (iv) there is no Default (Section 13).
If Lessor has accepted a Purchase Order Assignment but the Lease does not
commence, Lessor may reassign the Purchase Order and the Equipment to Lessee
without recourse or warranty and Lessee will reimburse Lessor for all expenses
incurred, plus interest at the Overdue Rate (Section 15). So long as no Default
has occurred, Lessor appoints Lessee its agent to inspect and accept the
Equipment from Supplier simultaneously with acceptance of the Equipment for
lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the
Equipment Price and Total Price to account for equipment change orders or
returns, invoicing errors and similar matters, and agrees to any resulting
adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor
will send Lessee a written notice stating the final Equipment Price, Total Price
and TRANSACTION TERMS, if different from those stated in the applicable
Schedule.
4. TERM AND RENT. (a) The Initial Term begins on the acceptance by the
Lessee of the Equipment (a "Lease Commencement Date"), and continues for the
Initial Term stated in the applicable Schedule. The Monthly Rent accrues from
the Lease Commencement Date. Monthly Rent is payable and the same day of each
month as the Lease Commencement Date. If Monthly Rent is not paid within ten
(10) days of its due date, Lessee agrees to pay a late charge of ten cents
($0.10) per dollar on, and in addition to, such Monthly Rent, but not exceeding
the lawful maximum, if any. Advance Rent, if any, is applied to the first
Monthly Rent due and then to the final Monthly Rent or, at Lessees option, to
the payment of any overdue obligation of Lessee. Lessor is not required to: (i)
refund any Advance Rent or Monthly Rent; (ii) pay any interest on Advance Rent
or (iii) keep Advance Rent in a separate account.
(b) Lessee agrees that the Monthly Rent and Advance Rent have been
calculated on the assumption that the effective corporate income tax rate
(exclusive of any minimum tax rate) for Lessor will be 35%. If Lessor is not
taxed at such tax rate during the Initial Term because of Congressional
enactment of any law, Lessor has the right to increase the Monthly Rent and
Advance Rent and adjust the Casualty Value (Section 8) in such a manner as will
both (i) take into account that such assumption is to no longer correct and (ii)
preserve Lessee's after tax economic yields and cash flows. A change in the
Monthly Rent Advance Rent, or Casualty Value is effective on the effective date
of such law.
(c) At the end of the term of a Lease, or in the event of a Default,
until Lessee has complied with Section 6(d) ("Use, Operation, Return of
Equipment) or has purchased the Equipment pursuant to Section 14 "Option"),
Lessee shall pay Lessor Monthly Rent as liquidated damages for lost rentals and
not as a penalty, such payment to be completed on a daily basis (with one day's
rent being 1/30th of the Monthly Rent) until the Equipment is returned or
purchased. Lessee's obligations and all other provisions of the Lease continue
until such time.
5. TAXES. Lessee agrees to pay promptly as additional rent all license
and registration fees and all taxes (excluding taxes on Lessor's net income)
together with penalties and interest (collectively, "Taxes") assessed against
Lessor, Lessee, the applicable Lease, the Equipment the purchase (including
purchase by Lessee), sale, ownership, delivery, leasing, possession, use,
operation or return of the Equipment or its proceeds (such additional rent,
together with Monthly Rent and Advance Rent is hereinafter collectively referred
to as 'Rent). Where permitted by applicable law, except for Type A Leases,
Lessee will report all Taxes. Lessee will reimburse Lessor on demand for any
Taxes paid by Lessor.
6. USE, OPERATION, RETURN OF EQUIPMENT. (a) Lessee agrees at its own
expense to: (i) maintain the Equipment in condition suitable for certification
by the manufacturer (if certification is available) and in any event in good
operating condition; (ii) use the Equipment solely for business purposes, in the
manner for which it was intended and in compliance with all applicable laws and
manufacturer requirements or recommendations: (iii) pay all expenses, fines, and
penalties related to the use, operation, condition or maintenance of the
Equipment; and (iv) comply with all license and copyright requirements of any
software ("Software") used in connection with the Equipment.
(b) Lessee agrees not to attach 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 pans, alterations, and
additions to the Equipment (including those required by law), an of which will
become the property of Lessor. Lessee agrees not to install any Equipment or
Software, if any, inside any other personal property. Lessor and Lessee intend
that the Equipment is to remain personal property of Lessor.
(c) Provided that there is no Default (Section 13), Lessee is
authorized on behalf of Lessor to enforce in its own name (and at its own
expense) any warranty, indemnity or right to damages related to the Equipment
which Lessor has against the Supplier.
(d) At the end of the term of a Lease, or in the event of a Default,
Lessee agrees, at as own expense and risk, (i) to pay for any repairs required
to place the Equipment in the same condition as when received by Lessee,
reasonable wear and tear excepted; (ii) without unreasonable delay, to cause the
Equipment to be disassembled, deinstalled, inspected, tested and crated in
accordance with manufacturer recommendations, if any, and (iii) to deliver the
Equipment, freight prepaid, to a carrier selected by Lessor for shipment to a
location selected by Lessor.
7. DISCLAIMER, LESSEE AGREES THAT: (1) LESSOR IS NOT THE MANUFACTURER
OR SUPPLIER OF THE EQUIPMENT OR SOFTWARE (IF ANY) OR THE REPRESENTATIVE OF
EITHER; (2) LESSOR IS NOT REQUIRED TO ENFORCE ANY MANUFACTURERS WARRANTIES ON
BEHALF OF ITSELF OR OF LESSEE; (3) LESSOR IS NOT OBLIGATED TO INSPECT THE
EQUIPMENT OR SOFTWARE; (4) LESSOR DOES NOT MAKE, AND HAS NOT MADE, ANY WARRANTY
OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN, COMPLIANCE WITH
SPECIFICATIONS, OPERATION OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL,
EQUIPMENT OR WORKMANSHIP OR SOFTWARE; (5) LESSOR DOES NOT MAKE ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF, OR AS TO TITLE TO, OR
ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
EQUIPMENT OR SOFTWARE. LESSEE FURTHER AGREES THAT LESSOR SHALL NOT BE LIABLE FOR
ANY LIABILITY, LOSS OR DAMAGE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR
SOFTWARE OR BY ITS INADEQUACY OR BY ANY EQUIPMENT OR SOFTWARE DEFECT, WHETHER OR
NOT LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, LOSS OR
DAMAGE. LESSOR SHALL NOT HAVE ANY LIABILITY TO LESSEE OR ANY OTHER PERSON WITH
RESPECT TO ANY OF THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OF LESSOR.- (1)
THE USE, OPERATION OR PERFORMANCE OF THE EQUIPMENT OR SOFTWARE; (2) ANY
INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR LOSS OF
GOODWILL OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY
OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND WHICH ARE ATTRIBUTABLE TO THE
EQUIPMENT OR SOFTWARE; OR (3) THE DELIVERY, SERVICING, MAINTENANCE, REPAIR,
IMPROVEMENT OR REPLACEMENT OF THE EQUIPMENT OR SOFTWARE.
8. LOSS OR DAMAGE, CASUALTY VALUE. Lessee assumes the risk of any
disappearance of or damage to any part of the Equipment from any cause
whatsoever. Within ten (10) days of learning of any condemnation or other
circumstance where the Equipment is, in Lessee's reasonable opinion, irreparably
damaged or permanently unfit for use ("Casualty") Lessee will provide Lessor
full details d the Casualty and will pay to Lessor an amount equal to (i) the
sun of all future Monthly Rents payable for the Equipment under the applicable
Lease, with each such payment discounted to its net present value at a simple
interest rate equal to six percent (6%) per annum (or if not permitted by
applicable law, the lowest permitted rate) from the due date of each such
payment to the Monthly Rent payment date immediately preceding the date of the
Casualty, plus an amount equal to the Casualty Value Percentage of the Total
Price of the Equipment ("Casualty Value"); plus (ii) any other amounts due under
the applicable Lease. Monthly Rent will continue to accrue without abatement
until Lessor receives the Casualty Value and all other amounts (including
Monthly Rent payments) then due under the applicable Lease, at which time the
Lease will terminate. At Lessees request, Lessee agrees to sell the Equipment on
an "AS IS, WHERE IS' basis without representation or warranty, and to remit to
Lessor any sales or insurance proceeds received (less any sums paid by Lessee as
Casualty Value).
9. INSURANCE. Lessee agrees, at as own expense, to keep the Equipment
insured with companies acceptable to Lessor and to maintain primary coverage
consisting of (i) actual cash value all risk insurance on the Equipment, naming
Lessor as loss payee and (ii) single limit public liability and property damage
insurance of not less than $300,000 per occurrence (or such other amounts as
Lessor may require by notice to Lessee) naming Lessee as insured and Lessor as
additional insured. The insurance will provide for not less than thirty (30)
days notice to Lessor of material changes in or cancellation of the policy.
Premiums for all such Insurance will be prepaid. Lessee will deliver evidence of
such insurance to Lessor upon request and with promptly provide to Lessor all
information pertinent to any occurrence, which may become the basis of a claim.
Lessee will not make claim adjustments with insurers except with Lessees prior
written consent.
10. REPRESENTATIONS AND WARRANTIES OF LESSEE. Lessee represents and
warrants to Lessor that as of the date of each Lease and of each Certificate of
Acceptance:
(a) Lessee has adequate power and capacity to enter into the Lease, any
documents relative to the purchase of Equipment leased under such Lease and
any other documents required to be delivered in connection with this Lease
(collectively, the "Documents"): the Documents have been duty authorized,
executed and delivered by Lessee and constitute valid, legal and binding
agreements, enforceable in accordance with their terms; there are proceedings
presently pending or threatened against Lessee which will impair as ability to
perform under the Lease; and all information supplied to Lessor is accurate and
complete.
(b) Lessee's entering into the Lease and leasing the Equipment does not
and will not: (i) violate any judgment, order, or law applicable to the Lease,
Lessee or Lessee's certificate of incorporation or bylaws (if Lessee is a
corporation) or Lessees partnership agreement (if Lessee is a partnership); or
(ii) result in the creation of any lien, security interest or other encumbrance
upon the Equipment
(c) All financial data of Lessee or of any consolidated group of
companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis with prior periods and fairly present the
financial position and results from operations of Lessee, or of the Lessee
Group, as of the stated date and period(s). Since the date of the most recently
delivered financial data, there has been no material adverse change in the
financial or operating condition of Lessee or of ft Lessee Group.
(d) If Lessee is a corporation or partnership, it is and will be
validly existing and in good standing under laws of the state of its
incorporation or organization; the persons signing the Lease are acting with the
full authority of as board of directors or partners (if Lessee is a partnership)
and hold the offices indicated below their signatures, which are genuine.
11. LESSEE'S AGREEMENTS. (a) Lessee agrees that it will keep the
Equipment free and clear from all claims, liens and encumbrances and not assign,
sublet, or grant a security interest in the Equipment or in this Lease without
Lessor's prior written consent. If and to the extent that the Lease is deemed a
security agreement under the Uniform Commercial Code, and otherwise for
precautionary purposes only, Lessee grants Lessor a first priority security
interest in its interest in the Equipment and in all Equipment leased pursuant
to any Schedule. Such security interest shall secure Lessee's obligations with
respect to all Schedules, Leases and agreements between Lessee and Lessor.
Lessee will notify Lessor in writing, with full particulars, within ten (10)
days after it learns of the attachment of any lien to any Equipment and of the
Equipment's location.
(b) Lessee will not relocate any unit of Equipment from the Equipment
Location stated on a Schedule with the prior written approval of Lessor (which
shall not be unreasonably withheld). Lessee agrees to notify Lessor immediately
in writing of any change in Lessee's corporate or business name or in the
location of its chief executive office.
(c) If this is a Type A Lease, Lessee will not take or fail to take any
action which Lessor determines will result in the disqualification of any
Equipment for, or the recapture of, all or any portion of the accelerated cost
recovery deductions permitted by the Internal Revenue Code of 1986, as amended.
Lessee will indemnify Lessor for any loss in Lessers after tax economic yields
and cash flows caused by Lessee's acts or failures to act.
(d) Lessor may inspect the Equipment during normal business hours. At
Lessor's request Lessee will attach identifying labels supplied by Lessor
showing Lessors ownership in a prominent position on each unit of Equipment.
(e) LESSOR MAY ASSIGN EACH LEASE. LESSEE WAIVES AND AGREES NOT TO
ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, SET OFF, RECOUPMENT, CLAIM OR
COUNTERCLAIM WHICH LESSEE HAS OR MAY AT ANY TIME HAVE AGAINST LESSOR FOR ANY
REASON WHATSOEVER.
(f) Within one hundred twenty (120) days of the close of each fiscal
year of Lessee, Lessee will deliver to Lessor Lessee's balance sheet and profit
and loss statement certified by a recognized firm of certified public
accountants. Upon request, Lessee will deliver to Lessor duplicate copies of
Lessee's most recent quarterly financial report.
12. INDEMNIFICATION. Lessee agrees to indemnify, defend and keep
harmless Lessor, its agents, successors and assigns, from and against any all
losses, damages, penalties, claims and actions, including legal expenses,
arising out of or in connection with (i) the selection, manufacture, purchase,
acceptance or rejection of Equipment, the ownership of Equipment during the term
of a Lease, and the delivery, lease, possession, maintenance, use, condition,
return or operation of Equipment or (ii) the condition of Equipment sold or
disposed of after or as a result of use by Lessee or any permitted sublessee of
Lessee.
13. DEFAULT. (a) Lessor may declare a Lease in default (a "Default")
if, with respect to such Lease: (i) Lessor has not received Monthly Rent or any
other Rent (Section. 5 and 15) within ten (10) days after its due date; or (ii)
Lessee or any guarantor violates any other term of a Lease or any term of a
guaranty and details to correct such violation within ten (10) days after
written notice from Lessor, or (iii) Lessee violates the terms of any license or
agreement for Software, or (iv) Lessee or any guarantor becomes insolvent, is
liquidated or dissolved, stops doing business or assigns its rights or property
for the benefit of creditors; or (v) a petition is filed by or against Lessee or
any guarantor under Title 11 of the United States Code or any successor or
similar law, or (vi) (for individuals) Lessee or any guarantor dies or a
guardian is appointed for Lessee's or guarantees person; or (vii) Lessee (or any
affiliate) is in default of or fails to fulfill the terms of any other agreement
between Lessee and Lessor or any affiliate of either.
(b) At any time after a Default Lessor may declare a default under any
other Lease or agreement between Lessee (and any affiliate) and Lessor or its
affiliate. Lessor may also enter, with or without legal process, any premises
and take possession of the Equipment. Immediately after a Default, Lessee will
pay to Lessor, as liquidated damages for loss of a bargain and not as a penalty,
an amount equal to the sum of (i) all Rents, including Monthly Rent, and other
sums (e.g. late charges, indemnification, liens) then due under each Lease; plus
(ii) the Casualty Value of the Equipment calculated as of the Monthly Rent
payment date immediately preceding the Default together with interest on such
sum accruing to the date of payment at the Overdue Rate (Section 15). Lessee
waives notice of intention to accelerate and notice of acceleration. After a
Default, at the request of Lessor, Lessee will return the Equipment as required
by Section 6. Lessor may, but is not required to, sell or lease the Equipment in
bulk or in individual pieces. If the Lessor intends to sell the Equipment it may
do so in a public or private sale and is not required to give notice of such
sale. The Equipment need not be displayed at the sale. Lessor may, without
paying rent or providing insurance, use the Equipment Location to store the
Equipment or conduct any sale. The proceeds of any sale or lease will be applied
in the following order of priorities: (1) to pay all of Lessor's expenses in
taking, removing, holding, repairing and disposing of Equipment then (2) to pay
any late charges and interest accrued at the Overdue Rate; then (3) to pay
accrued but unpaid Monthly Rent together with any unpaid Casualty Value, Rent,
interest and all other due but unpaid sums (including any indemnification and
sums due under other Leases or agreements in default). Any remaining proceeds
will reimburse Lessee for payments, which it made to reduce the amounts owed to
Lessor in the preceding sentence. Lessor will keep any excess. If the proceeds
of any sale or lease are not enough to pay the amounts owed to Lessor under
this Section, Lessee will pay the deficiency.
(c) Lessor's remedies for Default may be exercised instead of or in
addition to each other or any other legal or equitable remedies. Lessor has the
right to set-off any sums received from any source (including insurance
proceeds) against Lessee's obligations under each Lease. Lessee waives its right
to object to the notice of the time or place of sale or lease and to the manner
and place of any advertising. Lessee waives any defense based on statutes of
limitations or latches in actions for damages. Lessee's waiver of any Default is
not a waiver of its rights with respect to a different or later Default.
14. OPTION. (a) LEASE TYPE A ONLY: So long as no Default has occurred,
Lessee has the option (i) to purchase all but not less than allof the Equipment
under a Lease at the end of the Initial Term on an AS-IS WHERE-IS basis without
representation or warranty, for a cash purchase price equal to the Equipments
Fair Market Value (plus any applicable sales taxes) determined as of the end of
the Initial Term; or (ii) to extend the Initial Term of a Lease at the then Fair
Market Rental of the Equipment. Lessee must give irrevocable within notice at
least sixty (60) days before the end of the Initial Term to Lessor that it will
purchase the Equipment or extend the Initial Term. If the Lease is renewed, the
Lessee's obligations (other than the amount of Monthly Rent to be paid) will
remain unchanged. "Fair Market Value" or "Fair Market Rental" means the price or
rental which a willing buyer or lessee (who is neither a lessee in possession
nor a used equipment dealer) would pay for the Equipment in an arm's length
transaction to a willing seller or lessor who is under no compulsion to sell or
lease the Equipment. In determining "Fair Market Value" or "Fair Market Renter"
(i) the Equipment is assumed to have been maintained and returned as required by
the Lease; (ii) in the case of any installed Equipment, the Equipment will be
valued on an installed basis; and (ii) cost of removal from the Equipments
current location will not be included.
(b) LEASE TYPE B ONLY: So long as no Default has occurred, Lessee may
purchase all but not less than all the Equipment under a Lease on an 'AS IS,
WHERE IS' basis, without representation or warranty, at the end of the Initial
Term for a price equal to the Option Price (plus applicable sales tax) stated on
a Schedule. Unless the Option is $1.00, Lessee must give Lessor irrevocable
written notice at least thirty (30) days before the end of the Initial Term that
it will purchase the Equipment.
15. MISCELLANEOUS. (a) LEASE TYPE B ONLY: Lessee agrees that for income
tax purposes only, Lessor is treating Lessee as owner of the Equipment and that
Lessee has not received tax advice from Lessor or the Supplier. By signing this
Lease, Lessee agrees to pay a lease charge and lease charge rate. The total
lease charge is equal to (i) the Monthly Rent multiplied by the number of months
in the Initial Term, plus (ii) the Option Price, minus (ii) the Total Price. The
lease charge portion of the Monthly Rent payments may be determined by applying
to the Total Price of the Equipment the rate that will amortize such Total Price
(adjusting for any Advance Rent) down to the Option Price at a constant rate
over the Initial Term by payment of the Monthly Rent. The lease charge rate is
the constant rate referred to in the preceding sentence. It this transaction
were re-characterized as a financing, no lease charge, late charge, or post
maturity interest charge is intended to exceed the maximum amount of time price
differential or interest as applicable, permitted to be charged or collected by
applicable law. If this transaction were re-characterized as a financing and one
or more of such charges exceed such maximum, then such charges will be reduced
to the legally permitted maximum charge and any excess charge and be used to
reduce the initial value of the Equipment or refunded.
(b) Time is of the essence of each Lease. Lessor's failure at any time
to require that Lessee strictly perform its obligations under any Lease will
not prevent Lessor from later requiring such performance. Lessee agrees, upon
Lessors request, to sign any document presented by Lessor from time to time to
protect Lessors rights in the Equipment. LESSEE AND LESSOR EACH WAIVE ALL RIGHTS
TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED TO A LEASE. Lessee
also agrees to pay Lessees attorneys' fees and out-of-the-pocket expenses in
protecting or enforcing its rights under a Lease. Lessee will pay attorney's
fees and costs of collection, up to the amount permitted by law. Lessor and
Lessee agree that legal fees and costs up to twenty percent (20%) of the amount
then due under this Lease are reasonable.
(c) All required notices will be considered to have been given if sent
by registered or certified mail or overnight courier service to the Lessor at
the address stated above and to the Lessee at its address stated in the Lease,
or at such other place as such addressee may have designated in writing.
(d) Each Lease constitutes the entire agreement of the parties with
respect to the lease of the Equipment and supersedes and incorporates all prior
oral or written agreements or statements. So long as there is no Default, Lessor
shall not interfere with Lessee's quiet enjoyment of Equipment. If a provision
of a Lease is declared invalid under law, the affected provision will be
considered omitted or modified to conform to applicable law. All other
provisions will remain in xxxx force and effect.
(e) If Lessee fails to comply with any provision of a Lease, Lessor has
the right, but is not obligated, to have such provision brought into compliance.
This right is in addition to the Lessors right to declare a Default. All
expenses incurred by Lessor in bringing about such compliance will be considered
Rent, which is due to Lessor within five (5) days after the date Lessor sends to
Lessee a written request for payment.
(f) All overdue payments will bear interest at the Overdue Rate, which
is the lower of twenty percent (20%) per annum or the maximum rate allowed by
law. Interest will accrue daily until payment in full is received.
(g) All of Lessor's rights (including indemnity rights) under a Lease
survive the Lease's expiration or termination, and are enforceable by Lessor,
its successors and assigns.
THIS AGREEMENT AND ANY SCHEDULE AND ANNEXES THERETO CONSTITUTE THE
ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE UPON SIGNING BY BOTH LESSOR AND
LESSEE. A LEASE MAY NOT BE CHANGED EXCEPT BY WRITTEN AGREEMENT SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF THE PARTY AGAINST WHOM IT IS TO BE ENFORCED. LESSEE
IRREVOCABLY AUTHORIZES LESSOR TO PREPARE AND SIGN ON BEHALF OF LESSEE ANY
INSTRUMENT NECESSARY OR EXPEDIENT FOR FILING, RECORDING OR PERFECTING THE
INTEREST OF LESSOR IN EACH LEASE, THE RELATED EQUIPMENT AND THE PROCEEDS OF
BOTH.
LESSOR: General Electric Capital LESSEE: SatCon Technology Corporation
Corporation
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxx
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Xxxxxx Xxxxxxx Xxxx Xxxxx
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(Print or Type Name) (Print or Type Name)
CREDIT MANAGER CFO
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(Print or Type Title) (Print or Type Title)
Date of Execution: 12-14-00 Date of Execution: 8/31/00
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Social Security or Taxpayer ID No.:
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