{"id":42542,"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-toastmaster-inc-and-at-amp-t.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-equipment-lease-agreement-toastmaster-inc-and-at-amp-t","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-equipment-lease-agreement-toastmaster-inc-and-at-amp-t.html","title":{"rendered":"Master Equipment Lease Agreement &#8211; Toastmaster Inc. and AT&#038;T Systems Leasing Corp."},"content":{"rendered":"<pre>\n                         MASTER EQUIPMENT\n                         LEASE AGREEMENT\n\n\nLESSEE:  TOASTMASTER, INC.    LESSOR:   AT&amp;T SYSTEMS LEASING\n                                        CORPORATION\n\nSTREET ADDRESS:  1801 North   Address:  2555 Telegraph Road\n                 Stadium                3rd Floor\n                 Boulevard         Bloomfield Hills, MI 48302\n\nCITY\/STATE\/ZIP:  Columbia, MO  Lease\n                    65202      Number:\n\n     1.   AGREEMENT.  Lessor agrees to lease to Lessee and Lessee\nagrees to lease from Lessor the equipment (Equipment) described\nin any schedule (Schedule) that incorporates this Master\nEquipment Lease Agreement (Agreement) by reference.  A Schedule\nshall incorporate this Agreement by reference by listing the\nabove-referenced Lease Number thereon.  Such lease shall be\ngoverned by the terms and conditions of this Agreement, as well\nas by the terms and conditions set forth in the applicable\nSchedule.  Each Schedule shall constitute an agreement separate\nand distinct from this Agreement and any other Schedule.  In the\nevent of a conflict between the provisions of this Agreement and\na Schedule, the provisions of the Schedule shall govern.\n\n     2.   ASSIGNMENT OF PURCHASE DOCUMENTS.  Lessee shall execute\nand deliver to Lessor a writing acceptable to Lessor whereby\nLessor is assigned all of Lessee's rights and interest in and to: \n(a) the Equipment described in the applicable Schedule and (b)\nany purchase order, contract or other documents (collectively,\nPurchase Documents) relating thereto that Lessee has entered into\nwith the Seller (as specified in the applicable Schedule).  If\nSeller is not an affiliate of Lessor, Lessee shall deliver to\nLessor a writing acceptable to Lessor whereby Seller\nacknowledges, and provides any required consent to, such\nassignment.  If Lessee has not entered into any Purchase Document\nfor the Equipment with Seller, Lessee authorizes Lessor to act as\nLessee's agent to issue a purchase order to Seller for the\nEquipment and for associated matters, and such purchase order\nshall be subject to this Section 2 and all references in this\nAgreement to Purchase Documents shall include such purchase\norder.  By executing the applicable Schedule, Lessee represents\nand warrants that Lessee either (y) has reviewed, approved and\nreceived a copy of the applicable Purchase Documents or (z) has\nbeen informed by Lessor (i) of the identity of the Seller, (ii)\nthat Lessee may have rights under the Purchase Documents and\n(iii) that Lessee may contact Seller for a description of such\nrights.  The foregoing information shall not be applicable if the\nEquipment specified in the Schedule is not new equipment being\npurchased by Lessor to for lease to Lessee. \n\n     3.   DELIVERY; ACCEPTANCE.  Lessee shall cause the Equipment\nto be delivered, at Lessee's expense, to Lessee at the Equipment\nLocation (as specified in the applicable Schedule) and Lessee\nshall accept the Equipment upon the later of (a) the installation\nof the Equipment or (b) the satisfaction of the acceptance\ncriteria, if any, specified in the applicable Purchase Documents. \nIn any event, Lessee shall evidence its acceptance of the\nEquipment and commencement of the lease with respect thereto by\nexecuting and delivering to Lessor a commencement certificate\n(Commencement Certificate) in a form acceptable to Lessor within\nfive (5) business days after delivery.  By executing and\ndelivering a Commencement Certificate to Lessor, (x) Lessee\nrepresents and warrants that it has selected the Equipment and\nSeller specified on the applicable Schedule and (y) Lessee has\nirrevocably accepted such Equipment under lease.  Lessee shall\nreimburse Lessor for any late payment, interest on late payment\nor any other similar fee or charge imposed by Seller as the\nresult of Lessee's failure to timely furnish all pertinent lease\ndocumentation.\n\n     4.   PURCHASE OF EQUIPMENT.  Provided that no Event of\nDefault (as defined in Section 18) exists, and no event has\noccurred and is continuing that with notice or the lapse of time\nor both would constitute an Event of Default, Lessor shall be\nobligated to purchase the Equipment from Seller and to lease the\nEquipment to Lessee if (and only if) Lessor receives on or before\nthe Latest Commencement Date (as specified in the applicable\nSchedule) the related Commencement Certificate and Schedule (both\nexecuted by Lessee), and such other documents or assurances as\nLessor may reasonably request.  The foregoing information shall\nnot be applicable if the Equipment specified in the Schedule is\nnot new equipment being purchased by Lessor for lease to Lessee.\n\n     5.   TERM.  The initial term of each Schedule (Initial Term)\nshall begin on the date specified as the Commencement Date on the\nCommencement Certificate with respect to such Schedule and shall\ncontinue for the period specified in such Schedule.  Any renewal\nterm of a Schedule (Renewal Term) shall begin on the expiration\nof, as applicable, the Initial Term or any preceding Renewal Term\n(collectively, Term).\n\n     6.   RENT; LATE CHARGES.  Lessee shall pay Lessor the first\nRental Payment (as specified in the applicable Schedule) for the\nEquipment on or before the Commencement Date of the applicable\nSchedule and shall pay Lessor the remaining periodic Rental\nPayments on or before the periodic payment dates specified in the\napplicable Schedule.  Additionally, if pursuant to this Agreement\nor the applicable Schedule the Term is extended or a renewal\noption exercised, Lessee shall also pay all Rental Payments\nrequired with respect thereto.  All Rental Payments will be sent\nto Lessor's above-referenced address, or to such other address as\nspecified by Lessor in writing.  Lessee agrees to pay Lessor\ninterest at the rate of 1-1\/2% per month (or such lesser rate as\nis the maximum rate allowable under applicable law) on any Rental\nPayment (or other amount due hereunder) that is not paid within\n10 days of its due date.\n\n\n\n\n\n\n\n     7.   INSURANCE.  At its own expense, Lessee shall provide\nand maintain the following insurance:  (a) insurance against the\nloss or theft of or damage to the Equipment for the greater of\nthe Stipulated Loss Value (computed as described in the\napplicable Schedule) or full replacement value thereof, naming\nLessor as a loss payee; and (b) public liability and third party\nproperty damage insurance, naming Lessor as an additional\ninsured.  Such insurance shall be in a form, amount and with\ncompanies reasonably satisfactory to Lessor, shall contain the\ninsurer's agreement to give Lessor 30 days' prior written notice\nbefore cancellation or material change thereof, and shall be\npayable to Lessor regardless of any act, omission or breach by\nLessee.  Lessee shall deliver to Lessor the insurance policies or\ncopies thereof or certificates of such insurance on or before the\nCommencement Date of the applicable Schedule, and at such other\ntimes as Lessor may reasonably request.  If no Event of Default\nexists, and no event has occurred and is continuing that with\nnotice or the lapse of time or both would constitute an Event of\nDefault, the proceeds of any insurance required under clause (a)\nhereof that have been paid to Lessor shall be applied against\nLessee's obligations to Lessor under Section 12 hereof.\n\n     8.   TAXES.  Lessee shall reimburse Lessor for (or pay\ndirectly, but only if instructed by Lessor) all taxes, fees, and\nassessments that may be imposed by any taxing authority on the\nEquipment, on its purchase, ownership, delivery, possession,\noperation, rental, return to Lessor or its purchase by Lessee\n(collectively, Taxes); provided, however, that Lessee shall not\nbe liable for any such Taxes (whether imposed by the United\nStates of America or by any other domestic or foreign taxing\nauthority) imposed on or measured by Lessor's net income or tax\npreference items.  Lessee's obligation includes, but is not\nlimited to, the obligation to pay all license and registration\nfees and all sales, use, personal property and other taxes and\ngovernmental charges, together with any penalties, fines and\ninterest thereon, that may be imposed during the Term of the\napplicable Schedule.  Lessee is liable for these Taxes whether\nthey are imposed upon Lessor, Lessee, the Equipment, this\nAgreement or the applicable Schedule.  If Lessee is required by\nlaw or administrative practice to make any report or return with\nrespect to such Taxes, Lessee shall promptly advise Lessor\nthereof in writing and shall cooperate with Lessor to ensure that\nsuch reports are properly filed and accurately reflect Lessor's\ninterest in the Equipment.  Lessor has no obligation to contest\nany such Taxes, however Lessee may do so provided that:  (a)\nLessee does so in its own name and at its own expense; (b) the\ncontest does not and will not result in any lien attaching to any\nEquipment or otherwise jeopardize Lessor's right to any\nEquipment; and (c) Lessee indemnifies Lessor for all expenses\n(including legal fees and costs), liabilities and losses that\nLessor incurs as a result of any such contest.\n\n     9.   REPAIRS; USE; LOCATION; LABELS.  Lessee shall:  (a) at\nits own expense, keep the Equipment in good repair, condition and\nworking order and maintained in accordance with the\nmanufacturer's recommended engineering and maintenance standards;\n(b) use the Equipment lawfully and exclusively in connection with\nits business operations and for the purpose for which the\nEquipment was designed and intended; and (c) without Lessor's\nprior written consent, not move the Equipment from the Equipment\nLocation.  If Lessor supplies Lessee with labels stating that the\nEquipment is owned by Lessor, Lessee shall affix such labels to\nthe Equipment pursuant to Lessor's instructions.\n\n     10.  MAINTENANCE; INSPECTION; ALTERATIONS.  At its own\nexpense, Lessee shall:  (a) enter into and maintain a maintenance\nagreement for the Equipment with the manufacturer or other party\nacceptable to Lessor; (b) maintain the Equipment in the same\ncondition as when delivered, subject only to ordinary wear and\ntear, and in good operating order and appearance; (c) make all\nalterations or additions to the Equipment that may be required or\nsupplied by the Seller, the manufacturer or which is otherwise\nlegally necessary; and (d) make no other alterations or additions\nto the Equipment (except for alterations or additions that will\nnot impair the value or performance of the Equipment and that are\nreadily removable without damage to the Equipment).  Any\nmodifications, alterations or additions that Lessee makes to the\nEquipment (except as permitted by Section 10(d) above) shall\nbecome Lessor's property and shall also be deemed to be\nEquipment.  Upon request, Lessor, or any party designated by\nLessor, shall have the right to inspect the Equipment and\nLessee's applicable maintenance agreement and records at any\nreasonable time.\n\n     11.  PERSONAL PROPERTY; LIENS AND ENCUMBRANCES; TITLE.  The\nEquipment shall at all times remain personal property,\nnotwithstanding that the Equipment, or any part thereof, may be\n(or becomes) affixed or attached to real property or any\nimprovements thereon.  Except for the interest of Lessor, Lessee\nshall keep the Equipment free and clear of all levies, liens and\nencumbrances of any nature whatsoever.  Except as expressly set\nforth in this Agreement, the Equipment shall at all times remain\nthe property of Lessor and Lessee shall have no right, title or\ninterest therein.\n\n     12.  RISK OF LOSS.  As between Lessor and Lessee, Lessee\nshall bear the entire risk of loss, theft, destruction or damage\nto the Equipment from any cause whatsoever or requisition of the\nEquipment by any governmental entity or the taking of title to\nthe Equipment by eminent domain or otherwise (collectively Loss). \nLessee shall advise Lessor in writing within 10 days of any of\nany such Loss.  Except as provided below, no such Loss shall\nrelieve Lessee of the obligation to pay Lessor Rental Payments\nand all other amounts owed hereunder.  In the event of any such\nLoss, Lessor, at its option, may:  (a) if the Loss has not\nmaterially impaired the Equipment (in Lessor's reasonable\njudgment), require Lessee, upon Lessor's demand, to place the\nEquipment in good condition and repair reasonably satisfactory to\nLessor; or (b) if the Loss has materially impaired the Equipment\n(in Lessor's reasonable judgment), require Lessee, upon Lessor's\ndemand, to pay Lessor its anticipated return (Lessor's Return),\nwhich shall consist of the following amounts:  (i) the Rental\nPayments (and other amounts) then due and owing under the\napplicable Schedule; plus (ii) the Stipulated Loss Value\n(computed as described in the applicable Schedule) of the\nEquipment, plus (iii) all other amounts that become due and owing\nunder the applicable Schedule, but only to the extent such\namounts are not included in the moneys paid to Lessor pursuant to\nclauses (i) and (ii) above.  Upon Lessor's full receipt of such\nLessor's Return:  (y) the applicable Schedule shall terminate,\nand except as provided in Section 24, Lessee shall be relieved of\nall obligations under the applicable Schedule; and (z) Lessor\nshall transfer all of its interest in the Equipment to Lessee 'AS\nIS, WHERE IS,' and without any warranty, express or implied from\nLessor, other than the absence of any liens or claims by,\nthrough, or under Lessor.  Notwithstanding clause (b) hereof,\nLessee may, at its option, continue Rental Payments under the\napplicable Schedule, without interruption, and replace the\ndamaged Equipment with Equipment of identical model,\nmanufacturer, and condition (Replacement Equipment) (in which\ncase Lessee shall cause the Replacement Equipment to be delivered\nto a location acceptable to Lessor and shall convey title (lien\nfree) to the Lessor whereupon the Replacement Equipment shall be\nsubject to all of the terms and conditions of this Agreement and\nthe applicable Schedule).\n\n\n\n\n\n\n\n     13.  NON-CANCELABLE NET LEASE.  ALL LEASES HEREUNDER SHALL\nBE NON-CANCELABLE NET LEASES, AND LESSEE AGREES THAT IT HAS AN\nUNCONDITIONAL OBLIGATION TO PAY ALL RENTAL PAYMENTS AND OTHER\nAMOUNTS WHEN DUE.  LESSEE IS NOT ENTITLED TO ABATE OR REDUCE\nRENTAL PAYMENTS OR ANY OTHER AMOUNTS DUE, OR TO SET OFF ANY\nCHARGES AGAINST THOSE AMOUNTS.  LESSEE IS NOT ENTITLED TO\nRECOUPMENTS, CROSS-CLAIMS, COUNTERCLAIMS OR ANY OTHER DEFENSES TO\nANY RENTAL PAYMENTS OR OTHER AMOUNTS DUE HEREUNDER, WHETHER THOSE\nDEFENSES ARISE OUT OF CLAIMS BY LESSEE AGAINST LESSOR, SELLER,\nTHIS AGREEMENT, ANY SCHEDULE OR OTHERWISE.  NEITHER DEFECTS IN\nEQUIPMENT, DAMAGE TO IT, NOR ITS LOSS, DESTRUCTION OR LATE\nDELIVERY SHALL TERMINATE THIS AGREEMENT OR ANY SCHEDULE, OR\nAFFECT LESSEE'S OBLIGATIONS HEREUNDER.  UNLESS LESSEE'S\nOBLIGATION TO PAY RENTAL PAYMENTS AND OTHER AMOUNTS HAS BEEN\nTERMINATED PURSUANT TO THE EXPRESS TERMS OF THIS AGREEMENT, ALL\nRENTAL PAYMENTS AND OTHER AMOUNTS SHALL CONTINUE TO BE DUE AND\nPAYABLE HEREUNDER.\n\n     14.  LESSOR DISCLAIMERS; LIMITATION OF REMEDIES.  IT IS\nSPECIFICALLY UNDERSTOOD AND AGREED THAT:  (A) LESSOR SHALL NOT BE\nDEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR PROMISE MADE\nBY SELLER, NEITHER SELLER NOR LESSOR SHALL ACT AS, OR BE DEEMED\nTO BE, AN AGENT OF THE OTHER, AND LESSOR SHALL NOT BE BOUND BY,\nOR LIABLE FOR, ANY REPRESENTATION OR PROMISE MADE BY SELLER (EVEN\nIF LESSOR IS AFFILIATED WITH SELLER); (B) LESSOR SHALL NOT BE\nLIABLE FOR ANY FAILURE OF ANY EQUIPMENT OR ANY DELAY IN ITS\nDELIVERY OR INSTALLATION; (C) LESSOR SHALL NOT BE LIABLE FOR ANY\nBREACH OF ANY WARRANTY THAT SELLER MAY HAVE MADE; (D) LESSEE HAS\nSELECTED ALL EQUIPMENT WITHOUT LESSOR'S ASSISTANCE; (E) LESSOR IS\nNOT A MANUFACTURER OF ANY EQUIPMENT; AND (F) LESSOR HAS NOT MADE\nAND DOES NOT NOW MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR\nIMPLIED, WITH RESPECT TO THE DESIGN, COMPLIANCE WITH\nSPECIFICATIONS, OPERATION, OR CONDITION OF ANY EQUIPMENT (OR ANY\nPART THEREOF), THE MERCHANTABILITY OR FITNESS OF EQUIPMENT FOR A\nPARTICULAR PURPOSE, OR ISSUES REGARDING PATENT INFRINGEMENT,\nTITLE AND THE LIKE.  IT IS FURTHER AGREED THAT LESSOR SHALL HAVE\nNO LIABILITY TO LESSEE, LESSEE'S CUSTOMERS, OR ANY THIRD PARTIES\nFOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES\nARISING OUT OF THIS AGREEMENT OR ANY SCHEDULE OR CONCERNING ANY\nEQUIPMENT, OR FOR ANY DAMAGES BASED ON STRICT OR ABSOLUTE TORT\nLIABILITY; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT\nSHALL DEPRIVE LESSEE OF ANY RIGHTS IT MAY HAVE AGAINST ANY PERSON\nOTHER THAN LESSOR.  LESSEE SHALL LOOK SOLELY TO SELLER FOR ANY\nAND ALL CLAIMS AND WARRANTIES RELATING TO THE EQUIPMENT.  Lessor\nhereby assigns to Lessee for the term of the applicable Schedule\nthe right to enforce; provided no Event of Default then exists\nunder this Agreement and such enforcement is pursued in Lessee's\nname, any representations, warranties and agreements made by\nSeller pursuant to the purchase documents, and Lessee may retain\nany recovery resulting from any such enforcement efforts.  TO THE\nEXTENT PERMITTED BY APPLICABLE LAW, LESSEE WAIVES ANY AND ALL\nRIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE\nUCC AND ANY RIGHTS NOW OR HEREINAFTER CONFERRED BY STATUTE OR\nOTHERWISE THAT MAY LIMIT OR MODIFY LESSOR'S RIGHTS AS DESCRIBED\nIN THIS SECTION OR OTHER SECTIONS OF THIS AGREEMENT.\n\n     15.  LESSEE WARRANTIES.  Lessee represents, warrants and\ncovenants to Lessor that:  (a) unless it is an individual, Lessee\nis duly organized, validly existing and in good standing under\napplicable law; (b) Lessee has the power and authority to enter\ninto this Agreement, all Schedules and all other related\ninstruments or documents hereunder (collectively, Fundamental\nAgreements); (c) such Fundamental Agreements are enforceable\nagainst Lessee in accordance with their terms and do not violate\nor create a default under any instrument or agreement binding on\nLessee; (d) there are no pending or threatened actions or\nproceedings before any court or administrative agency that would\nhave a material adverse effect on Lessee or any Fundamental\nAgreement, unless such actions are disclosed to Lessor and\nconsented to in writing by Lessor; (e) Lessee shall comply in all\nmaterial respects with all Federal, state and municipal laws and\nregulations the violation of which could have a material adverse\neffect upon the Equipment or Lessee's performance of its\nobligations under any Fundamental Agreement; (f) Lessee shall\nobtain all governmental approvals necessary for it to enter into\nand perform each Fundamental Agreement; (g) each Fundamental\nAgreement shall be effective against all creditors of Lessee\nunder applicable law, including fraudulent conveyance and bulk\ntransfer laws, and shall raise no presumption of fraud; (h)\nfinancial statements and other related in formation furnished by\nLessee shall be prepared in accordance with generally accepted\naccounting principles and shall present Lessee's financial\nposition as of the dates given on such statements; (i) Lessee\nshall furnish Lessor with its certified financial statements,\nopinions of counsel, resolutions, and such other information and\ndocuments as Lessor may reasonably request; (j) ALL EQUIPMENT IS\nLEASED FOR BUSINESS PURPOSES ONLY, AND NOT FOR PERSONAL, FAMILY\nOR HOUSEHOLD PURPOSES; and (k) all Equipment is tangible personal\nproperty and shall not become a fixture or real property under\nLessee's use thereof.  Lessee shall be deemed to have reaffirmed\nthe foregoing warranties each time it executes any Fundamental\nAgreement.\n\n     16.  GENERAL INDEMNITY.  Lessee shall indemnify, hold\nharmless, and, if so requested by Lessor, defend Lessor against\nall claims (Claims) directly or indirectly arising out of or\nconnected with the Equipment or any Fundamental Agreement. \nClaims refers to all losses, liabilities, damages, penalties,\nexpenses (including legal fees and costs), claims, actions, and\nsuits, whether based on a theory of strict liability of Lessor or\notherwise, and includes, but is not limited to, matters\nregarding:  (a) the selection, manufacture, purchase, acceptance,\nrejection, ownership, delivery, lease, possession, maintenance,\nuse, condition, return or operation of the Equipment; (b) any\nlatent defects or other defects in any Equipment, whether or not\ndiscoverable by Lessor or by Lessee; (c) any patent, trademark,\nor copyright infringement; and (d) the condition of any Equipment\narising or existing during Lessee's use.  \n\n     17.  SURRENDER; EXTENSION OF TERM.  Unless Lessee purchases\nthe Equipment or renews the Term pursuant to the applicable\nSchedule, or acquires the Equipment pursuant to Section 12\nhereof, Lessee shall, at its expense, deinstall, inspect and\nproperly pack the Equipment, and return the Equipment at the\nexpiration of the Term, free of all liens and rights of others,\nby delivering it on board such common carrier as Lessor may\nspecify with freight prepaid to any destination within the United\nStates of America specified by Lessor.  The Equipment shall be\naccompanied by an original copy of the relocation inventory or\nother applicable form completed by the agent performing the\ndeinstallation.  If Lessor so requests, \nshall have the right to enter upon any premises where Equipment\nmay be located to perform any of Lessee's tasks noted above in\nthis Section 17, and Lessee shall reimburse Lessor for all costs\nand expenses Lessor incurs in fulfilling such tasks.  Lessee\nagrees that the Equipment, when returned to Lessor, shall be in\nthe same condition as when delivered to Lessee, reasonable wear\nand tear excepted, and certified as being eligible for the\nmanufacturer's generally available maintenance contract at then\nprevailing rates, without Lessor incurring any expense to repair,\nrehabilitate or certify such Equipment (Lessee shall be liable\nfor all costs and expenses Lessor incurs to place the Equipment\nin such condition).  If requested by Lessor, Lessee, at its\nexpense, shall store the Equipment on its premises for a\nreasonable period, not to exceed ten (10) business days during\nwhich period the Equipment shall be subject to all of the terms\nand conditions hereof, except for the obligation to make Rental\nPayments.  In all instances where Lessee is returning Equipment\nto Lessor, Lessee shall give Lessor written notice thereof in\naccordance with the terms of the applicable Schedule.  If Lessee\nfails to provide the aforementioned notice or return the\nEquipment to lessor in the time and manner provided above, the\nTerm shall be extended in accordance with the terms of the\napplicable Schedule.  If any Schedule is extended pursuant to the\npreceding sentence, Lessee shall continue to pay the higher of\nthe periodic Rental Payments in effect prior to the expiration of\nthe then existing term of the applicable Schedule (whether it be\nthe Initial Term or any Renewal Term (Applicable Term)) or such\nother periodic rental payment amount as is specified for such\nextension period in the Schedule, and all other provisions of\nthis Agreement shall continue to apply.\n\n     18.  EVENTS OF DEFAULT.  Any of the following shall\nconstitute an Event of Default under this Agreement and all\nSchedules:  (a) Lessee fails to pay any Rental Payment or any\nother amount payable to Lessor hereunder within 10 days after its\ndue date; or (b) Lessee fails to perform or observe any other\nrepresentation, warranty, covenant, condition or agreement to be\nperformed or observed by Lessee hereunder or in any other\nagreement with Lessor, or in any agreement with any other person\nthat in Lessor's sole opinion is a material agreement, and Lessee\nfails to cure any such breach within 10 days after notice\nthereof; or (c) any representation or warranty made by Lessee\nhereunder, or in any other instrument provided to Lessor by\nLessee, proves to be incorrect in any material respect when made;\nor (d) Lessee makes an assignment for the benefit of creditors,\nwhether voluntary or involuntary; or (e) a proceeding under any\nbankruptcy, reorganization, arrangement of debts, insolvency or\nreceivership law is filed by or against Lessee or Lessee takes\nany action to authorize any of the foregoing matters; or (f)\nLessee becomes insolvent or fails generally to pay its debts as\nthey become due, the Equipment is levied against, seized or\nattached, or Lessee seeks to effectuate a bulk sale of Lessee's\ninventory or assets; or (g) Lessee voluntarily or involuntarily\ndissolves or is dissolved, or terminates or is terminated; or (h)\nany guarantor under this Agreement is the subject of an event\nlisted in clauses (b) through (g) above; or (i) any letter of\ncredit required pursuant to any Schedule is breached, canceled,\nterminated or not renewed during the Term of any such Schedule.\n\n     19.  REMEDIES.  If an Event of Default occurs, Lessor may,\nin its sole discretion, exercise one or more of the following\nremedies:  (a) terminate this Agreement or any or all Schedules;\nor (b) take possession of, or render unusable, any Equipment\nwherever the Equipment may be located, without demand or notice,\nwithout any court order or other process of law and without\nliability to Lessee for any damages occasioned by such action,\nand no such action shall constitute a termination of any\nSchedule; or (c) require Lessee to deliver the Equipment at a\nlocation designated by Lessor; or (d) declare the Lessor's Return\n(as defined in Section 12 hereof and calculated by Lessor as of\nthe date of the Event of Default) for each applicable Schedule\ndue and payable as liquidated damages for loss of a bargain and\nnot as a penalty and in lieu of any further Rental Payments under\nthe applicable Schedule; or (e) proceed by court action to\nenforce performance by Lessee of any Schedule and\/or to recover\nall damages and expenses incurred by Lessor by reason of any\nEvent of Default; or (f) terminate any other agreement that\nLessor may have with Lessee; or (g) exercise any other right or\nremedy available to lessor at law or in equity.  Also, Lessee\nshall pay Lessor all costs and expenses (including legal fees and\ncosts and fees of collection agencies) incurred by Lessor in\nenforcing any of the terms, conditions or provisions of this\nAgreement.  Upon repossession or surrender of any equipment,\nLessor shall lease, sell or otherwise dispose of the Equipment in\na commercially reasonable manner, with or without notice and at\npublic or private sale, and apply the net proceeds thereof (after\ndeducting all expenses (including legal fees and costs) incurred\nin connection therewith) to the amounts owed to Lessor hereunder;\nprovided, however, that Lessee shall remain liable to Lessor for\nany deficiency that remains after any sale or lease of such\nEquipment.  Lessee agrees that with respect to any notice of a\nsale required by law to be given 10 days' notice shall constitute\nreasonable notice.  These remedies are cumulative of every other\nright or remedy given hereunder or now or hereafter existing at\nlaw or in equity or by statute or otherwise, and may be enforced\nconcurrently therewith or from time to time.\n\n     20.  LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS.  If\nLessee fails to perform any of its obligations hereunder, Lessor\nmay perform any act or make any payment that Lessor deems\nreasonably necessary for the maintenance and preservation of the\nEquipment and Lessor's interests therein; provided, however, that\nthe performance of any act or payment by Lessor shall not be\ndeemed a waiver of, or release Lessee from, the obligation at\nissue.  All sums so paid by Lessor, together with expenses\n(including legal fees and costs) incurred by Lessor in connection\ntherewith, shall be paid to Lessor by Lessee immediately upon\ndemand.\n\n     21.  FINANCING OF ADDITIONS.  If, under any Schedule, Lessee\nintends to make any addition to the Equipment, Lessee shall, in\nwriting, request Lessor to finance the costs of such addition. \nLessee shall provide Lessor with the terms under which it hopes\nto obtain the financing, and upon receiving such a request Lessor\nshall determine, in its sole discretion, whether to provide such\nfinancing.  If Lessor does not, within 20 days after receiving\nLessee's request, offer to finance the addition upon the terms\nrequested by Lessee, Lessee may obtain offers from third parties\nfor financing the addition, and Lessee shall notify Lessor of the\ndetails of any third party financing offer Lessee would like to\naccept (Third Party Offer).  If Lessor has not made a financing\noffer to Lessee on terms substantially similar to the Third Party\nOffer within 20 days of receiving Lessee's notice, Lessee may\naccept the Third Party Offer unless:  (a) the aggregate cost to\nLessee of obtaining financing from the Third Party Offer is\ngreater than the aggregate cost under Lessor's financing offer,\nor (b) the Third Party Offer would create a security interest in,\nor a lien on, the Equipment; or (c) the addition is not permitted\nunder Section 10(d) hereof.\n\n     22.  ASSIGNMENT BY LESSOR.  Lessor shall have the\nunqualified right to assign, pledge, transfer, mortgage or\notherwise convey any of its interests hereunder or in any\nSchedule or any Equipment, in whole or in part, without notice\nto, or consent of, Lessee.  If any Schedule is assigned, Lessee\nshall:  (a) unless otherwise specified by the Lessor and the\nassignee (Assignee) specified by Lessor, pay all amounts due\nunder the applicable Schedule to such Assignee, notwithstanding\nany defense, setoff or counterclaim whatsoever that Lessee may\nhave against Lessor or \nSchedule to be amended or the terms thereof waived without the\nprior written consent of the Assignee; (c) not require the\nAssignee to perform any obligations of Lessor, other than those\nthat are expressly assumed in writing by such assignee; and (d)\nexecute such acknowledgments thereto as may be requested by\nLessor.  It is further agreed that:  (x) each assignee shall be\nentitled to all of Lessor's rights, powers and privileges under\nthe applicable Schedule, to the extent assigned; (y) any Assignee\nmay reassign its rights and interest under the applicable\nSchedule with the same force and effect as the assignment\ndescribed herein; and (z) any payments received by the Assignee\nfrom Lessee with respect to the assigned portion of the Schedule\nshall, to the extent thereof, discharge the obligations of Lessee\nto Lessor with respect to the assigned portion of the Schedule. \nLESSEE ACKNOWLEDGES THAT ANY ASSIGNMENT OR TRANSFER BY LESSOR OR\nANY ASSIGNEE SHALL NOT MATERIALLY CHANGE LESSEE'S OBLIGATIONS\nUNDER THE ASSIGNED SCHEDULE.\n\n     23.  ASSIGNMENT OR SUBLEASE BY LESSEE.  WITHOUT LESSOR'S\nPRIOR WRITTEN CONSENT, LESSEE SHALL NOT ASSIGN THIS AGREEMENT OR\nANY SCHEDULE OR ASSIGN ITS RIGHTS IN OR SUBLET THE EQUIPMENT OR\nANY INTEREST THEREIN; provided, however, that Lessee may sublease\nor assign a Schedule to an affiliate or a wholly-owned subsidiary\nof Lessee if:  (a) Lessee and such sublessee or assignee execute\nand deliver to Lessor a writing (to be provided by Lessor)\nwhereby the sublessee or assignee agrees to assume joint and\nseveral liability with Lessee for the full and prompt payment,\nobservance and performance when due of all of the obligations of\nthe Lessee under such Schedule; and (b) Lessor consents to such\nsublease or assignment, which consent shall not be unreasonably\nwithheld.  In no event, however, shall any such sublease or\nassignment discharge or diminish any of Lessee's obligations to\nLessor under such Schedule.  \n\n     24.  SURVIVAL; QUIET ENJOYMENT.  All representations,\nwarranties and covenants made by Lessee hereunder shall survive\nthe termination of this Agreement and shall remain in full force\nand effect.  All of Lessor's rights, privileges, and indemnities,\nto the extent they are fairly attributable to events or\nconditions occurring or existing on or prior to the termination\nof this Agreement, shall survive such termination and be\nenforceable by Lessor and any successors and assigns.  So long as\nno Event of Default exists, and no event has occurred and is\ncontinuing that with notice or the lapse of time or both would\nconstitute an Event of Default, neither Lessor nor any Assignee\nwill interfere with Lessee's quiet enjoyment of the Equipment.\n\n     25.  FILING FEES; FURTHER ASSURANCES; NOTICES.  Lessee will\npromptly reimburse Lessor for any filing or recordation fees or\nexpenses (including lien search fees, legal fees and costs)\nincurred by Lessor in perfecting or protecting its interests in\nthe Equipment and under this Agreement.  Lessee shall promptly\nexecute and deliver to Lessor such documents and take such\nfurther action as Lessor may from time to time reasonably request\nin order to carry out the intent and purpose of this Agreement\nand to protect the rights and remedies of Lessor created or\nintended to be created hereunder.  All notices under this\nAgreement shall be sent to the respective party at its address\nset forth on the front page of this Agreement or on the\napplicable Schedule or at such other address as the parties may\nprovide to each other in writing from time to time.  Any such\nnotice mailed to said address shall be effective when deposited\nin the United States mail, duly addressed and with first class\npostage prepaid.\n\n     26.  WAIVER OF JURY TRIAL; SUCCESSORS.  LESSEE AND LESSOR\nEACH IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LAWSUIT,\nPROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION OR PROCEEDING\nUPON, ARISING OUT OF, OR RELATED TO, THIS AGREEMENT, ANY OTHER\nFUNDAMENTAL AGREEMENT, OR THE DEALINGS OR RELATIONSHIP BETWEEN OR\nAMONG LESSOR, LESSEE, SELLER OR ANY OTHER PERSON.  This Agreement\nand all Schedules inure to the benefit of and are binding upon\nthe permitted successors or assigns of Lessor and Lessee.\n\n     27.  NO WAIVER; LESSOR APPROVAL.  Any failure of Lessor to\nrequire strict performance by Lessee, or any written waiver by\nLessor of any provision hereof, shall not constitute consent or\nwaiver of any other breach of the same or any other provision\nhereof.  Neither this Agreement nor any other Fundamental\nAgreement shall be binding upon Lessor unless and until executed\nby Lessor.\n\n     28.  CAPTIONS; COUNTERPARTS; LESSOR'S AFFILIATES.  The\ncaptions contained in this Agreement are for convenience only and\nshall not affect the interpretation of this Agreement.  Only one\ncounterpart of the Schedule shall be marked 'Original'\n(Original), and all other counterparts thereof shall be marked\nas, and shall be duplicates.  To the extent that any Schedule\nconstitutes chattel paper (as such term is defined in the Uniform\nCommercial Code in effect in any applicable jurisdiction), no\nsecurity interest in such Schedule may be created through the\ntransfer or possession of any counterpart other than the\nOriginal.  Lessee understands and agrees that AT&amp;T Capital\nCorporation or any affiliate or subsidiary thereof, may, as\nlessor, execute Schedules under this Agreement, in which event\nthe terms and conditions of the applicable Schedule and this\nAgreement as it relates to the lessor under such Schedule shall\nbe binding upon and shall inure to the benefit of such entity\nexecuting such Schedule as lessor, as well as any successors or\nassigns of such entity.  \n\n\n\n\n\n\n     29.  CHOICE OF LAW; INTEGRATION; ENTIRE AGREEMENT.  EACH LEASE\nUNDER THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS (AS\nOPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW JERSEY. \nIf any provision of this Agreement or such Schedule shall be\nprohibited by or invalid under that law, such provision shall be\nineffective only to the extent of such prohibition or invalidity,\nwithout invalidating the remainder of such provision or the\nremaining provisions of this Agreement or such Schedule.  Lessor\nand Lessee consent to the jurisdiction of any local, state or\nFederal court located within the State, and waive any objection\nrelating to improper venue or forum non conveniens to the conduct\nof any proceeding in any such court.  This Agreement and all other\nFundamental Agreements executed by both Lessor and Lessee\nconstitute the entire agreement between Lessor and Lessee relating\nto the leasing of the Equipment, and supersede all prior agreements\nrelating thereto, whether written or oral, and may not be amended\nor modified except in a writing signed by the parties hereto.\n\n\nTOASTMASTER, INC.                  AT&amp;T SYSTEMS LEASING CORPORATION\n(Lessee)                           (Lessor)\n\n\nBy:                                By:                           \n      (Lessee Authorized Signature)                      (Lessor\nAuthorized Signature)\n\n\n                                                                 \n(Type\/Print Name)                       (Type\/Print Name)\n\n                                                                 \n(Title)                                 (Title)\n\n                                                                 \n(Date)                                  (Date)\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6783,8750],"corporate_contracts_industries":[9393,9519],"corporate_contracts_types":[9613,9614],"class_list":["post-42542","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-t-corp","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","corporate_contracts_industries-telecommunications__telephone","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\/42542","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=42542"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42542"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42542"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42542"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}