Equipment Agreement

Equipment Financing Agreement

This Equipment Financing Agreement, hereinafter called the Agreement, is made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Secured Party, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Debtor.

For and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Equipment; Security Interest
The terms and conditions of this Agreement cover each item of machinery, equipment and other property described in a schedule now or hereafter executed by the parties to this Agreement and made a part of this Agreement. Debtor grants Secured Party a security interest in and to all Debtor's right, title and interest in and to the Equipment under the Uniform Commercial Code.

2. Debtor’s Obligations
The obligations of Debtor under this Agreement commence on the grant to Secured Party of a security interest in the Item and continue until payment of all amounts due and performance of all terms and conditions required under this Agreement.

3. Installment Payments
Debtor will repay advances Secured Party makes on account of the Equipment together with interest in installment payments in the amounts and at the times set forth in the Schedules.

4. Net Agreement; No Offset; Survival
This Agreement is a net agreement, and Debtor will not be entitled to any abatement of installment payments or other payments due under this Agreement.

5. Financing Agreement
This Agreement is solely a financing agreement.

6. No Agency
Debtor acknowledges that no agent of the manufacturer or other supplier is an agent of Secured Party.

7. Acceptance
If Debtor has not furnished Secured Party with a Schedule by the earlier of days after receipt thereof or expiration of the commitment period, Secured Party may terminate its obligation to advance funds as to the applicable Equipment.

8. Location; Inspection; Use
Debtor will keep each Item of Equipment at the Equipment Location designated in the applicable Schedule or at such other location approved by Secured Party.

9. Alterations; Security Interest Coverage
Without prior written consent, Debtor will not make alterations, additions or improvements that detract from economic value or functional utility.

10. Maintenance
Debtor will maintain the Equipment in good repair, condition and working order.

11. Loss and Damage; Casualty Value
In the event of loss, theft, requisition, damage or destruction of an Item of Equipment, Debtor will give Secured Party prompt notice.

A. Replace the Item with like equipment in good repair, condition and working order.

B. Pay Secured Party the Casualty Value of the Item, which will equal the total of:

1. All installment payments and other amounts due from Debtor to Secured Party at the time of such payment.

2. Each future installment payment due with respect to such Item with each such payment discounted at simple interest.

C. Upon such replacement or payment, this Agreement and Secured Party's security interest will terminate with respect to the Item replaced or paid.

12. Titling; Registration
Any title or registration documents will be furnished to Secured Party within days of the date any titling or registering is directed by Secured Party.

13. Taxes
Debtor will make all filings as to and pay when due all taxes, fees, charges and assessments based on the ownership or use of the Equipment.

14. Insurance

A. Debtor will procure and continuously maintain all risk insurance against loss of or damage to the Equipment for not less than the full replacement value thereof naming Secured Party as Loss Payee. Insurance must provide at least days' advance written notice of cancellation, change or modification.

B. Debtor will provide Secured Party with an original policy or certificate evidencing such insurance.

C. Debtor appoints Secured Party as attorney-in-fact to secure payments due under any policy on account of a Casualty Occurrence.

15. Secured Party’s Payment
If Debtor fails to pay any amounts due or perform any obligations, Secured Party may pay such amounts or perform such obligations, and Debtor will reimburse Secured Party.

16. Indemnity
Debtor assumes liability for and agrees to indemnify, defend, protect, save and keep harmless Secured Party from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements.

17. Default

A. Failure to pay when due any installment payment or other amount due, continuing for days after due date.

B. Default in performing any other obligation continuing for more than days.

C. Any writ or order of attachment or execution levied on any Item of Equipment and not released within days.

D. Failure to comply with Paragraph 14 or any transfer in violation of Paragraph 21.

E. A non-appealable judgment in excess of $ not discharged within days.

18. Remedies

A. Declare the Casualty Value or such lesser amount as may be set by law immediately due and payable.

B. Sue from time to time for and recover all installment payments and other payments then accrued.

C. Take possession of and render unusable any or all Items of Equipment.

D. Require Debtor to assemble any or all Items of Equipment at the Equipment Location.

E. On days' notice, sell or otherwise dispose of any Item of Equipment.

F. On days' notice, retain any repossessed or assembled Items of Equipment in full satisfaction.

G. Utilize any other remedy available under the Uniform Commercial Code or similar law.

19. Discontinuance of Remedies
If Secured Party proceeds to enforce any right under this Agreement and such proceedings are discontinued or abandoned, then Debtor and Secured Party will be restored to their former positions and rights.

20. Secured Party’s Expenses
Debtor will pay Secured Party all costs and expenses, including reasonable attorney's fees and court costs, incurred by Secured Party in exercising any rights or remedies.

21. Assignment

A. Without prior written consent, Debtor will not sell, lease, pledge or hypothecate an Item of Equipment or assign this Agreement.

B. All rights of Secured Party under this Agreement may be assigned, pledged, mortgaged, transferred or otherwise disposed of.

22. Markings; Personal Property
If Secured Party supplies Debtor with labels, plates, decals or other markings, Debtor will affix and keep them displayed on the Equipment.

23. Late Charge
If Debtor fails to pay any installment payment or any other sum when due, Debtor will pay a late charge equal to of the installment payment and interest at the rate of per annum.

24. No Waiver
The failure of either party to insist upon performance of any term or condition shall not be construed as waiving any such term or condition.

25. Additional Documents
Debtor will execute and deliver financing statements and similar documents as Secured Party reasonably requests, and furnish financial data and other information relative to this Agreement and the Equipment.

Fiscal year end financial statement due within days of the close of each fiscal year.

26. Debtor’s Warranties
Debtor certifies and warrants that the financial data and other information submitted to Secured Party is true and complete, and that this Agreement has been duly authorized and executed.

27. Entire Agreement
This Agreement, the Equipment Financing Commitment and Exhibit thereto, the Schedule to Equipment Financing Agreement, the Disbursement Authorization, the Corporate Resolution, the UCC-1 Financing Statement, and related documents constitute the entire Agreement between Secured Party and Debtor.

Proposal date:   Executed by Debtor on:

28. Notices
Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail to the respective address of each party.

29. Governing Law
This Agreement shall be governed by the laws of the State of .

30. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

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