{"id":42541,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-equipment-lease-agreement-lighthouse-capital-partners-lp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-equipment-lease-agreement-lighthouse-capital-partners-lp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-equipment-lease-agreement-lighthouse-capital-partners-lp.html","title":{"rendered":"Master Equipment Lease Agreement &#8211; Lighthouse Capital Partners LP and Sagent Technology Inc."},"content":{"rendered":"<pre>                        MASTER EQUIPMENT LEASE AGREEMENT\n                     Agreement No. 113 Dated: August 7, 1995\n\n\nLESSOR:   LIGHTHOUSE CAPITAL PARTNERS, L.P., a Delaware limited partnership \n          ('Lessor'), 100 Drakes Landing Road, Suite 260, Greenbrae, \n          California 94904\n\nLESSEE:   SAGENT TECHNOLOGY, INC., a California corporation ('Lessee'),\n\nADDRESS:  750 Menlo Avenue, Suite 300, Menlo Park, California 94025.\n\n\n        IN CONSIDERATION of the mutual covenants contained herein, the parties\nagree as follows:\n\n        1. LEASE. Lessor leases to Lessee and Lessee leases from Lessor the\npersonal property described in each Equipment Schedule executed pursuant hereto,\nsubject to the terms and conditions of this Master Equipment Lease Agreement\n('Master Lease') and the applicable Lease Line Schedule (defined below). The\n'Equipment' (as defined in the Lease Line Schedule) is being leased for\ncommercial or business purposes only, and not for personal, home, or family\npurposes. The parties agree that each Lease is a 'finance lease' under the\nUniform Commercial Code (as in effect in the State of California during the term\nof the Lease and referred to hereafter as the 'UCC').\n\n        2. LEASE LINE SCHEDULE. 'Lease Line Schedule' means a Lease Line\nSchedule in the form of EXHIBIT A, signed by Lessor and Lessee and incorporating\nby reference the terms and provisions of this Master Lease.\n\n        3. EQUIPMENT SCHEDULES. 'Equipment Schedule' means an Equipment Schedule\nin the form of EXHIBIT B, signed by Lessor and Lessee and incorporating, by\nreference, the terms and provisions of this Master Lease and the applicable\nLease Line Schedule. Each Equipment Schedule shall constitute a separate and\nindependent lease (a 'Lease'); the original of such Lease shall consist of the\nsigned Equipment Schedule and a copy of the Master Lease and applicable Lease\nLine Schedule. Capitalized terms used, but not defined, in this Master Lease\nhave the meanings given to such terms in the applicable Lease Line Schedule or\nEquipment Schedule, as the case may be.\n\n        4.     TERM AND RENTALS.\n\n               (a) ACCEPTANCE. The Lease shall commence with respect to\nEquipment described on the Equipment Schedule upon the Acceptance Date. The\n'Acceptance Date' shall be the date upon which Lessee executes a Delivery and\nAcceptance Certificate in the form of EXHIBIT C.\n\n               (b) TERM AND PAYMENT OF RENT. The lease term for the Equipment\nshall be the 'Lease Term' set forth in the Equipment Schedule which shall\ncommence on the 'Commencement Date' (as defined in the Lease Line Schedule).\nLessee agrees to pay to Lessor the 'Rental Payments' for the Lease Term, in the\namounts and at the times set forth in the Equipment Schedule.\n\n               (c) INTERIM PERIOD. If the Acceptance Date does not fall on the\nCommencement Date, then Lessee agrees to pay to Lessor 'Interim Rent' for the\nperiod commencing on the Acceptance Date through and including the day preceding\nthe Commencement Date (the 'Interim Period'). The Interim Rent payment for the\nInterim Period shall accrue at the 'Interim Rate' (as defined in the Lease Line\nSchedule) and shall be due and payable in full on the Commencement Date.\n\n               (d) LEASE TERMINATION. Lessee may terminate the Lease at the\nexpiration of the Lease Term or any renewal term (the 'Lease Termination') by\nsubmitting to Lessor a Notice of Election in the form of EXHIBIT D. If a Notice\nof Election is not submitted by Lessee to Lessor during the 'Advance Notice\nPeriod' (as defined in the Lease Line Schedule), then the Lease Term or any\nrenewal Term will be automatically extended for an additional period equal to\nthe 'Automatic Extension Period' (as defined in the Lease Line Schedule). The\nLease will continue to automatically extend until Lessee submits to Lessor a\nNotice of Election. The Lease may only be \n\n\n                                       1\n\n\nterminated as expressly provided in this Section, in the applicable Lease Line\nSchedule or in the applicable Equipment Schedule. Lessee agrees to continue\npaying rent for the Equipment in the amount of the Rental Payment set forth in\nthe Equipment Schedule until the later of (i) the expiration of the Lease Term,\nany renewal term and any Automatic Extension Period and (ii) either (A) the\npurchase option price is paid pursuant to Section 6(a), or (B) a mutually agreed\nrenewal of the Lease takes effect pursuant to Section 6(b), or (C) the Equipment\nis returned in the manner and condition prescribed in Section 6(c), in each case\nafter delivery of a Notice of Election.\n\n               (e) NET LEASE. Each Equipment Schedule shall be a net lease, and\nLessee's obligation to pay all rent and other sums thereunder shall be absolute\nand unconditional, and shall not be subject to any abatement, reduction,\nset-off, defense, counterclaims, interruption, deferment or recoupment, for any\nreason whatsoever.\n\n        5. LATE FEE. Lessee shall pay a late charge on any rent payments or\nother sums due hereunder which are past due, in the amount specified in the\nLease Line Schedule, payable on demand. In addition, interest shall accrue daily\nat the 'Default Rate' (as defined in the Lease Line Schedule), or if such rate\nexceeds the maximum rate allowed by law, then at such maximum rate, and shall be\npayable on demand.\n\n        6. LEASE TERMINATION OPTIONS. Upon Lease Termination, Lessee will have\nthe option to purchase the Equipment, renew the term of the Lease, or return the\nEquipment to Lessor, as set forth below. Lessee shall specify its election of a\nLease Termination Option in the Notice of Election.\n\n               (a) PURCHASE OPTION. If Lessee exercises the option to purchase,\nthen, provided no Event of Default has occurred and is then continuing, Lessee\nshall at the expiration of the Lease Term, renewal term or extension, as the\ncase may be, purchase the Equipment. The purchase price shall be the Equipment's\nthen fair market value ('FMV'). FMV, as applied to a purchase option, shall be\ndetermined by Lessor based on the price a willing buyer would pay and a willing\nseller would accept (neither buyer nor seller being under compulsion to act) for\nthe Equipment as installed and in use, giving due consideration to its\ncondition, utility, revenue-producing capability, and replacement costs. If\nLessee fails to agree with Lessor's good faith determination of the FMV, Lessee\nshall nevertheless pay Lessor's invoice and provide Lessor with a written\nrequest for a determination of the FMV with or prior to such payment. Within ten\n(10) days after such request Lessor and Lessee shall agree on an appraiser to\ndetermine the FMV or, lacking such agreement, shall each tender the name of an\nappraiser. The appraiser(s) shall, within thirty (30) days, either agree on the\nFMV or select a third appraiser, to form a committee to determine the FMV.\nDetermination by the appraiser(s) shall be final and binding on both parties.\nWithin fifteen (15) days after such determination, Lessor shall refund any\nexcess received over the FMV, and\/or Lessee shall pay any additional amount of\nthe FMV above the amount previously paid. Each party shall bear the fees and\nexpenses of any appraiser which it names and share equally the fees and expenses\nof any appraiser(s) jointly selected. If the appraised FMV is within 5% of the\namount invoiced by Lessor, then Lessee shall pay all appraiser fees and\nexpenses. The purchase option price shall be paid not later than the last day of\nthe Lease Term.\n\n               (b) RENEWAL. If Lessee exercises the option to renew this Lease,\nsuch renewal shall be upon the terms and conditions of this Master Lease and the\napplicable Lease Line Schedule, for a rental period and rental amount to be\nagreed upon by Lessee and Lessor.\n\n               (c) RETURN. If the Notice of Election specifies return of the\nEquipment, Lessee at its own risk and expense (i) will immediately return the\nEquipment to Lessor in the same condition as when delivered, ordinary wear and\ntear excepted, at such location as Lessor shall designate; and (ii) will, on\nrequest from Lessor, obtain from the Equipment supplier (or other maintenance\nservice supplier approved by Lessor) a certificate stating that the Equipment\nqualifies for continued maintenance service at the standard rates and terms then\nin effect.\n\n        7.     USE; MAINTENANCE.\n\n               (a) Lessee, at its expense, shall make all necessary site\npreparations and cause the Equipment to be operated in accordance with any\napplicable operating manuals and manufacturer's instructions. Notwithstanding\nany transfer or assignment by Lessor and provided Lessee is not in default\nhereunder, Lessee shall have the right to quietly possess and use the Equipment\nas provided herein without interference by Lessor, its assigns or any other\nthird party claiming through or under Lessor.\n\n                                       2\n\n\n               (b) Lessee shall effect and bear the expense of all necessary\nrepair, maintenance, operation and replacements required to be made to maintain\nthe Equipment in good condition, reasonable wear and tear excepted, and to\ncomply with all domestic and international laws to which the use and operation\nof the Equipment may be or become subject. All replacement Equipment and parts\nfurnished in connection with such maintenance or repair shall immediately become\nthe property of Lessor and part of the Equipment for all purposes hereof. All\nsuch maintenance, repair and replacement services shall be immediately paid for\nand discharged by Lessee with the result that no lien under any applicable laws\nwill attach to the Equipment as a result of the performance of such services or\nthe provision of any such material.\n\n        8. INSURANCE. Lessee shall obtain and maintain for the Lease Term (and\nany renewal term or extension), at its own expense, (a) 'all risk' insurance\nagainst loss or damage to the Equipment, (b) commercial general liability\ninsurance (including contractual liability, products liability and completed\noperations coverage) reasonably satisfactory to Lessor, and (c) such other\ninsurance against such other risks of loss and with such terms, as shall in each\ncase be reasonably satisfactory to or reasonably required by Lessor (as to\ncarriers, amounts and otherwise). The amount of the 'all risk' insurance shall\nbe greater than or equal to the Stipulated Loss Value (as defined in Section 9\nbelow) of all Equipment outstanding under the Lease Line Schedule, and must\notherwise be reasonably satisfactory to Lessor as of each anniversary date of\nthis Lease. Any increase in the amount of such insurance coverage, other than\n'all risk', reasonably requested by Lessor shall be put into effect on the next\nsucceeding renewal date of such insurance.\n\n        Each 'all risk' policy shall: (i) name Lessor as sole loss payee with\nrespect to the Equipment, (ii) provide for each insurer's waiver of its right of\nsubrogation against Lessor and Lessee, and (iii) provide that such insurance\nshall not be invalidated by any action of, or breach of warranty by, Lessee of a\nprovision of any of its insurance policies, and shall waive set-off,\ncounterclaim or offset against Lessor.\n\n        Each liability policy shall name Lessor as an additional insured and\nprovide that such insurance shall have cross-liability and severability of\ninterest endorsements (which shall not increase the aggregate policy limits of\nLessee's insurance).\n\n        All insurance policies shall provide that Lessee's insurance shall be\nprimary without a right of contribution of Lessor's insurance, if any, or any\nobligation on the part of Lessor to pay premiums of Lessee, and shall contain a\nclause requiring the insurer to give Lessor at least 30 days' prior written\nnotice of its cancellation (other than cancellation for non-payment for which 10\ndays' notice shall be sufficient. Lessee shall on or prior to the date of\nEquipment Schedule No. 1 and prior to each policy renewal, furnish to Lessor\ncertificates of insurance or other evidence satisfactory to Lessor that such\ninsurance coverage is in effect. Lessee further agrees to give Lessor prompt\nnotice of any damage to, or loss of, the Equipment, or any part thereof.\n\n        9. LOSS OR DAMAGE. If any items of Equipment shall become lost, stolen,\ndestroyed, or damaged beyond repair for any reason, or in the event of\ncondemnation, confiscation, seizure or requisition of title to or use of such\nitems (collectively, an 'Event of Loss'), Lessee shall promptly pay to Lessor\nthe applicable Stipulated Loss Value of the Equipment subject to the Event of\nLoss. Upon payment by Lessee of the Stipulated Loss Value, Lessor will transfer\nto Lessee, 'AS IS, WHERE IS, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY,' all\nof Lessor's right, title and interest, if any, in such items of Equipment. The\n'Stipulated Loss Value' payable by Lessee under this Lease shall be an amount\nequal to the product of (a) Lessor's Cost of the affected Equipment and (b) the\npercentage set forth in the table attached to the applicable Lease Line Schedule\nas ANNEX A opposite the Rental Payment number next following the Event of Loss.\nStipulated Loss Values and Rental Payments shall not be prorated.\n\n        10.    TITLE, INSPECTION AND LOCATION.\n\n               (a) TITLE. Lessor and Lessee confirm their intent that title to\nthe Equipment shall remain in Lessor (or its successors and assigns)\nexclusively. If requested by Lessor, Lessee will affix plates or markings on the\nEquipment and on any operating manuals and manufacturer's instructions\nindicating the interests of Lessor and its assigns therein, and Lessee will not\nallow any other indicia of ownership or other interest in the Equipment to \n\n\n                                       3\n\n\nbe placed on the Equipment. Lessee shall not sell, assign, grant a security\ninterest in, sublet, pledge, hypothecate or otherwise encumber or suffer a lien\nupon or against this Lease or the Equipment.\n\n               (b) INSPECTION. Lessor (through any of its officers, employees or\nagents) shall have the right to inspect the Equipment during regular business\nhours, with reasonable notice, and in compliance with Lessee's reasonable\nsecurity procedures; provided, that such inspections will be conducted no more\noften than every six (6) months unless an Event of Default, or event which, with\nnotice or lapse of time or both, would become an Event of Default, has occurred\nand is continuing.\n\n               (c) LOCATION. In the case of Equipment other than mobile\nEquipment, Lessee may move such Equipment from the installation address shown on\nthe Equipment Schedule (or any other location for which Lessee has complied with\nthis provision) only if (i) the new location is within the continental United\nStates, and (ii) Lessee gives at least 30 days' prior written notice of the\nrelocation and provides UCC-1 financing statements, landlord waivers or such\nother documentation as Lessor reasonably requests to protect its interest in the\nEquipment. In the case of mobile equipment (including, without limitation,\nlap-top computers), Lessee agrees to obtain from the person using such mobile\nEquipment and deliver to Lessor, an Acknowledgment in the form of EXHIBIT F.\n\n               (d) Lessee shall keep copies of all operating manuals and\nmanufacturer's instructions with respect to the Equipment in good condition at\nthe locations specified in Section 10(c).\n\n        11. LESSEE'S REPRESENTATIONS, WARRANTIES AND WAIVERS. Upon execution of\nthe Master Lease and each Equipment Schedule, Lessee warrants and represents the\nfollowing:\n\n               (a) Lessee is a corporation duly organized, validly existing and\nin good standing under the laws of its state of incorporation. Lessee has full\npower and authority and all necessary licenses and permits to carry on its\nbusiness as presently conducted, to own or hold under lease its properties and\nto enter into this Master Lease, the Lease Line Schedule and each Equipment\nSchedule and to perform its obligations thereunder; and Lessee is duly qualified\nto do business as a foreign corporation and is in good standing in each\njurisdiction in which the character of its properties or the nature of its\nbusiness or the performance of its obligations under this Master Lease, the\nLease Line Schedule and any Equipment Schedule requires such qualification,\nexcept for such jurisdictions in which failure to qualify would not have a\nmaterial adverse effect on Lessee.\n\n               (b) The execution and delivery by Lessee of this Master Lease,\nthe Lease Line Schedule and each Equipment Schedule and the performance by\nLessee of its obligations thereunder have been duly authorized by all necessary\ncorporate action on the part of Lessee; and do not and will not contravene the\nprovisions of, or constitute a default (either with or without notice or lapse\nof time, or both) under, or result in the creation of any lien upon, the\nEquipment or any property of Lessee under any indenture, mortgage, contract or\nother instrument to which Lessee is a party or by which Lessee or its properties\nis bound.\n\n               (c) No consent or approval of, giving of notice to, registration\nwith, or taking of any other action by, any state, federal, foreign or other\ngovernmental commission, agency or regulatory authority or any other person or\nentity is required for the consummation or performance by Lessee of the\ntransactions contemplated under this Master Lease, the Lease Line Schedule and\neach Equipment Schedule.\n\n               (d) This Master Lease, the Lease Line Schedule and each Equipment\nSchedule, when executed by Lessee, constitute legal, valid and binding\nagreements of Lessee enforceable against Lessee in accordance with their terms,\nexcept as limited by any bankruptcy, insolvency, reorganization, or other\nsimilar laws of general application affecting the enforcement of creditor or\nLessor rights.\n\n               (e) There are no actions, suits or proceedings pending or\nthreatened against or affecting Lessee or any property of Lessee in any court,\nbefore any arbitrator of any kind or before or by any federal state, municipal\nor other government department, commission, board, bureau, agency or\ninstrumentality (collectively 'Governmental Body'), which, if adversely\ndetermined, would materially adversely affect the business, financial condition,\nassets, or operations of Lessee, or adversely affect the ability of Lessee to\nperform its obligations under \n\n\n                                       4\n\n\nthis Master Lease, the Lease Line Schedule and each Equipment Schedule; and\nLessee is not in default with respect to any order of any court, arbitrator or\nGovernmental Body or with respect to any material loan agreement, debt\ninstrument or contract with a supplier or customer of Lessee, except as\ndisclosed in writing to Lessor.\n\n               (f) To the extent permitted by applicable law, Lessee waives any\nand all rights and remedies to: (i) cancel this Lease; (ii) repudiate this\nLease; (iii) reject the Equipment; (iv) revoke acceptance of the Equipment; (v)\nrecover damages from Lessor for any breaches of warranty or for any other\nreason; (vi) claim a security interest in the Equipment in Lessee's possession\nor control for any reason; (vii) deduct from Rental Payments all or any part of\nany claimed damages resulting from Lessor's default, if any, under this Lease;\n(viii) accept partial delivery of the Equipment; (ix) 'cover' by making any\npurchase or lease of or contract to purchase or lease equipment in substitution\nfor Equipment designated in the Lease; (x) recover any direct, general, special,\nincidental, indirect, exemplary or consequential damages, for any reason\nwhatsoever; and (xi) obtain specific performance, replevin, detinue,\nsequestration, claim and delivery or the like for any Equipment identified to\nthis Lease. To the extent permitted by applicable law, Lessee also waives any\nrights now or hereafter conferred by statute or otherwise which may require\nLessor to sell, lease or otherwise use any Equipment in mitigation of Lessor's\ndamages or which may otherwise limit or modify any of Lessor's rights or\nremedies.\n\n        12. ASSIGNMENT BY LESSOR. LESSEE ACKNOWLEDGES THAT LESSOR MAY SELL,\nASSIGN, GRANT A SECURITY INTEREST IN, OR OTHERWISE TRANSFER ALL OR ANY PART OF\nITS RIGHTS, TITLE AND INTEREST IN THIS LEASE AND THE EQUIPMENT WITHOUT NOTICE TO\nOR CONSENT OF LESSEE. Upon Lessor's written notice to Lessee that this Lease, or\nthe right to the Rental Payments hereunder, have been assigned, Lessee shall, if\nrequested, pay directly to Lessor's assignee without abatement, deduction or\nset-off all amounts which become due hereunder. Lessee waives and agrees it will\nnot assert against Lessor's assignee any counterclaim or set-off in any action\nfor rent under the Lease. Upon the assignment of this Lease, Lessor's assignee\nshall have and be entitled to exercise any and all rights and remedies (but none\nof the obligations) of lessor hereunder, and all references herein to Lessor\nshall include Lessor's assignee. Lessee acknowledges that any assignment or\ntransfer by Lessor does not materially change Lessee's duties or obligations\nunder this Lease nor materially increase the burdens or risks imposed on Lessee.\n\n        13. ASSIGNMENT BY LESSEE. LESSEE MAY NOT, WITHOUT LESSOR'S PRIOR WRITTEN\nCONSENT, (I) ASSIGN THIS LEASE, WHETHER BY OPERATION OF LAW OR OTHERWISE, OR\nSUBLEASE THE EQUIPMENT OR ANY PART THEREOF OR (II) ASSIGN, GRANT A SECURITY\nINTEREST IN, OR OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, TITLE AND\nINTEREST IN AND TO THIS LEASE OR THE EQUIPMENT. In the event Lessee makes an\nassignment, sublease or other transfer (to which Lessor has consented), Lessee\nshall not thereby be relieved of its duties and obligations hereunder, for which\nit shall remain fully responsible and liable (independent of its assignee).\n\n        14.    TAXES.\n\n               (a) Lessee shall comply with all applicable federal, state,\nlocal, foreign and international laws, regulations and orders relating to this\nLease. Lessee assumes liability for, and shall pay when due, and on a net\nafter-tax basis shall indemnify and defend Lessor against, all federal, state,\nlocal, foreign and international fees, taxes and government charges (including,\nwithout limitation, interest and penalties) of any nature imposed upon or in any\nway relating to Lessor, Lessee, any item of Equipment or this Lease, except\nfederal, state and local taxes on or measured by Lessor's net income (other than\nany such tax which is in substitution for or relieves Lessee from the payment of\ntaxes it would otherwise be obligated to pay to or reimburse Lessor for as\nherein provided). Lessee shall at its expense file when due with the appropriate\nauthorities any and all tax and similar returns and reports required to be filed\nwith respect thereto or, if requested by Lessor, notify Lessor of all such\nrequirements and furnish Lessor with all information required for Lessor to\neffect such filings, which filings shall also be at Lessee's expense. Any fees,\ntaxes or other charges paid by Lessor upon failure of Lessee to make such\npayments shall at Lessor's option become immediately due from Lessee to Lessor.\n\n               (b) This Lease has been entered into on the assumption that\nLessor shall be entitled to all deductions, credits, and other tax benefits as\nare provided in the Internal Revenue Code of 1986, including amendments as may\noccur (the 'Code'), to an owner of property including, without limitation,\ndepreciation \n\n\n                                       5\n\n\ndeductions and interest deductions with respect to any debts incurred to finance\nthe purchase of the Equipment. If, as a result of any acts, omissions or\nmisrepresentations by Lessee or as a result of any changes in the Code, the\nregulations issued thereunder or the administrative or judicial interpretations,\nLessor's projected after-tax economic return resulting from ownership and lease\nof the Equipment is reduced, then Lessee's Rental Payments shall be increased in\nan amount (based on Lessor's reasonable calculations) sufficient to provide the\nsame net after-tax economic return as if such acts or omissions or changes had\nnot occurred. Appropriate increases shall also be made in the applicable\nStipulated Loss Values for this Lease. In the event the Equipment is sold by\nLessor to another party, the net after-tax economic returns considered shall be\nthose of such other party.\n\n        15. EQUIPMENT WARRANTIES. Lessee acknowledges that (i) Lessee has\nselected the supplier of the Equipment, (ii) Lessor acquired the goods or the\nright to possession and use of the goods in connection with the Lease, and (iii)\nLessee received a copy of the contract by which Lessor acquired the Equipment or\nthe right to possession and use of the Equipment before signing the Lease.\nLESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY\nOR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE EQUIPMENT AND DISCLAIMS THE\nSAME. Lessor shall have no liability for any damages, whether direct, indirect,\ngeneral, special, incidental, exemplary or consequential, incurred by Lessee as\na result of any defect or malfunction of the Equipment. Lessee shall look solely\nto the Equipment supplier for any and all claims related to the Equipment.\nLessor assigns to Lessee, for and during the Lease Term, any warranty on the\nEquipment provided by the supplier. Lessor and Lessee agree that all limitations\non remedies and liability contained in this Lease represent a reasonable\nallocation of risks that is part of the fundamental bargain between the parties.\n\n        16. EVENTS OF DEFAULT. An Event of Default shall occur if Lessee (i)\nfails to pay any Rental Payment or other payment required under the Lease when\ndue and such failure continues for a period of five (5) days after written\nnotice from Lessor; or (ii) fails to perform or observe any other covenant,\ncondition or agreement to be performed or observed by it or breaches any\nprovision contained in the Lease or in any other document furnished to Lessor in\nconnection herewith, and such failure or breach continues for a period of thirty\n(30) days after written notice from Lessor; or (iii) without Lessor's consent,\nattempts to assign this Lease or sell, transfer, encumber, part with possession,\nor sublet any item of Equipment; or (iv) makes any representation or warranty\nherein or in any document furnished by Lessee in connection herewith, which\nshall have been materially false or inaccurate when made or at the time to which\nsuch representation or warranty relates; or (v) shall commit an act of\nbankruptcy or become insolvent or bankrupt or make an assignment for the benefit\nof creditors or consent to the appointment of a Trustee or Receiver or either\nshall be appointed for Lessee or for a substantial part of its property without\nits consent, or bankruptcy reorganization, or insolvency proceedings shall be\ninstituted by or against Lessee, and, if instituted against Lessee, shall not be\nvacated or dismissed within sixty (60) days. Any Event of Default shall be\ndeemed material and a substantial impairment of Lessor's interests for the\npurposes of this Lease, the UCC, and any other applicable law.\n\n        17. REMEDIES. Upon the occurrences of any Events of Default and at any\ntime thereafter, provided such Event of Default is then continuing, Lessor may,\nin its discretion, do any one or more of the following:\n\n               (a) cancel any or all Leases which reference this Master Lease or\nthe Lease Line Schedule, upon notice to Lessee;\n\n               (b) recover any accrued and unpaid Rental Payments and other\namounts which are due and owing under the Leases so canceled on the Rental\nPayment Date immediately preceding the date on which Lessor obtains possession\nof the Equipment (or such earlier date as judgment is entered in favor of\nLessor) (the 'Determination Date'), plus interest at the Default Rate;\n\n               (c) with or without canceling this Lease, recover (i) such\nStipulated Loss Value as of the Rental Payment Date immediately preceding the\nDetermination Date, and (ii) the amount of any loss or reduction of tax benefits\nwhich Lessor anticipated it would receive if the Lease continued for its full\nLease Term;\n\n               (d) recover any amounts due under any indemnity then\ndeterminable, plus interest at the Default Rate;\n\n                                       6\n\n\n               (e) require that Lessee provide the return and certification of\nthe Equipment in accordance with Section 6(c) hereof;\n\n               (f) enter the premises where such Equipment is located and take\nimmediate possession of and remove the same, all without liability to Lessor or\nits agents for such entry;\n\n               (g) sell any or all of the Equipment at public or private sale,\nwith or without notice to Lessee or advertisement, or otherwise dispose of,\nhold, use, operate, lease to others or keep idle such Equipment, all free and\nclear of any rights of Lessee and without any duty to account to Lessee for such\naction or inaction or for any proceeds with respect thereto; and\n\n               (h) exercise any other right or remedy which may be available to\nit under the UCC or other applicable law including the right to recover damages\nfor the breach hereof.\n\n        In addition, Lessee shall be liable for, and reimburse Lessor for, all\nreasonable legal fees and all commercially reasonable costs and expenses\nincurred by Lessor as a result of the foregoing defaults or the exercise of\nLessor's remedies, including without limitation recovering possession of the\nEquipment, selling or leasing the Equipment (including broker's and sales\nrepresentative's fees and commissions), and placing any Equipment in the\ncondition and obtaining the certificate required by Section 6(c) hereof. No\nremedy referred to in this Section is intended to be exclusive, but each shall\nbe cumulative and in addition to any other remedy referred to above or otherwise\navailable to Lessor at law or in equity. No express or implied waiver by Lessor\nof any default shall constitute a waiver of any other default by Lessor, or a\nwaiver of any of Lessor's rights.\n\n        18. INDEMNIFICATION. Lessee assumes liability for, and shall pay when\ndue, and shall indemnify, reimburse and hold each Indemnified Person (defined\nbelow) harmless from and against all Claims (defined below), directly or\nindirectly relating to or arising out of the acquisition, use, manufacture,\npurchase, shipment, transportation, delivery, installation, lease or sublease,\nownership, operation, possession, control, storage, return or condition of any\nitem of Equipment (regardless of whether such item of Equipment is at the time\nin the possession of Lessee), the falsity of any non-tax representation or\nwarranty of Lessee or Lessee's failure to comply with the terms of the Lease\nduring the Lease Term. The foregoing indemnity shall cover, without limitation,\n(i) any Claim in connection with a design or other defect (latent or patent) in\nany item of Equipment, (ii) any Claim for infringement of any patent, copyright,\ntrademark or other intellectual property right, or (iii) any Claim for\nnegligence or strict or absolute liability in tort; provided, however, that\nLessee shall not indemnify Lessor for any liability incurred by Lessor as a\ndirect and sole result of Lessor's gross negligence or willful misconduct.\n\n        'Claim' means all liabilities, losses, damages, actions, suits, demands,\nclaims of any kind and nature (including, without limitation, claims relating to\nenvironmental discharge, cleanup or compliance), and all costs and expenses\nwhatsoever to the extent they may be incurred or suffered by an Indemnified\nPerson in connection therewith (including, without limitation, reasonable\nattorneys' fees and expenses), fines, penalties (and other charges of applicable\ngovernmental authorities), licensing fees relating to any item of Equipment,\ndamage to or loss of use of property (including, without limitation,\nconsequential or special damages to third parties or damages to Lessee's\nproperty), or bodily injury to or death of any person (including, without\nlimitation, any agent or employee of Lessee).\n\n        'Indemnified Person' means Lessor (including without limitation, each of\nits partners) and each of their respective successors, assigns, agents,\nofficers, directors, shareholders, partners, servants, agents and employees.\n\n        Such indemnities shall continue in full force and effect,\nnotwithstanding the expiration or termination of this Lease. Upon Lessor's\nwritten demand, Lessee shall assume and diligently conduct, at its sole cost and\nexpense, the entire defense of any Indemnified Person against any indemnified\nClaim described in this SECTION 18. Lessee shall not settle or compromise any\nClaim against or involving Lessor without first obtaining Lessor's written\nconsent thereto, which consent shall not be unreasonably withheld. Lessee shall\ngive Lessor prompt notice of any occurrence, event or condition in connection\nwith which Lessor may be entitled to indemnification hereunder. The provisions\nof this SECTION 18 are in addition to, and not in limitation of, the provisions\nof SECTION 14(b).\n\n                                       7\n\n\n        19. NOTICES. Any notices or demands required or permitted hereunder\nshall be given to the parties in writing and by personal delivery, regular or\ncertified mail, facsimile or telegram at the address set forth in the Lease Line\nSchedule or to such other address as the parties may hereafter substitute by\nwritten notice given in the manner prescribed in this Section. Such notices or\ndemands shall be deemed given upon receipt in the case of personal delivery and\nupon mailing or transmission in the case of mail, facsimile or telegram. Lessee\nagrees to provide Lessor with thirty (30) days' prior written notice of (a) any\nmerger or consolidation with or into any other business organization, (b) any\nsale, lease or other disposition of assets not in the ordinary course of\nbusiness, and (c) any other material change in Lessee's financial structure or\nownership.\n\n        20. FURTHER ASSURANCES. Lessee will promptly execute and deliver to\nLessor such further reasonable documents and take such further reasonable action\nas Lessor may request in order to more effectively carry out the intent and\npurpose of this Lease or an assignment of Lessor's interest herein.\n\n        21. MISCELLANEOUS. This Lease shall be binding upon and inure to the\nbenefit of the parties hereto, their permitted successors and assigns. Any\nprovision of the Lease which is unenforceable in any jurisdiction shall, as to\nsuch jurisdiction, be ineffective to the extent of such prohibition or\nunenforceability without invalidating the remaining provisions hereof; and any\nsuch prohibition or unenforceability in any jurisdiction shall not invalidate or\nrender unenforceable such provision in any other jurisdiction; provided,\nhowever, that to the extent that the provisions of any such applicable law can\nbe waived, they are waived by Lessee. Time is of the essence with respect to the\nLease. The captions set forth herein are for convenience only and shall not\ndefine or limit any of the terms hereof. THIS LEASE SHALL IN ALL RESPECTS BE\nGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF\nCALIFORNIA, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES. LESSOR AND LESSEE\nWAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING FROM THIS LEASE.\nTHIS LEASE SHALL BECOME EFFECTIVE AND BINDING ON THE PARTIES, THEIR RESPECTIVE\nSUCCESSORS AND PERMITTED ASSIGNS, AND SHALL BE DEEMED EXECUTED AND PERFORMED IN\nTHE STATE OF CALIFORNIA, WHEN THE RELATED EQUIPMENT SCHEDULE IS ACCEPTED BY\nLESSOR. LESSEE CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF\nCALIFORNIA FOR THE RESOLUTION OF ANY DISPUTES HEREUNDER.\n\n        22. AMENDMENTS, MODIFICATIONS, WAIVERS. NONE OF THE PROVISIONS OF THIS\nLEASE MAY BE AMENDED, MODIFIED OR WAIVED EXCEPT IN A WRITING SIGNED BY LESSOR\nAND LESSEE.\n\n                                  \n    INITIALS \/s\/ KG   (LESSEE)       INITIALS _______ (LESSOR)\n\nLESSEE:                              LESSOR:\n\nSAGENT TECHNOLOGY, INC.              LIGHTHOUSE CAPITAL PARTNERS, L.P.\n\nBy:    \/s\/ KENNETH C. GARDNER        By: LIGHTHOUSE MANAGEMENT\n   ------------------------------        PARTNERS, L.P., its general partner\n\nName:   Kenneth C. Gardner\n        -------------------                By:  LIGHTHOUSE CAPITAL\nTitle:     President                            PARTNERS, INC., its general partner\n        ------------------\n                                                By:\n                                                     --------------------------------\n                                                Name:   Richard D. Stubblefield\n                                                     --------------------------------\n                                                Title:   Managing Director\n                                                      --------------------------------\n\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9614],"class_list":["post-42541","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42541","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42541"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42541"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42541"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42541"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}