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MASTER LEASE AGREEMENT
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Master Lease Agreement No. 11053 ("MASTER LEASE")
LESSOR: PRIME LEASING, INC., LESSEE: PHYMED Diagnostic Imaging
an Illinois corporation ("LESSOR") Center Hillcrest, Inc.,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ a Texas corporation ("LESSEE")
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
847/294-6000 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Phone:
WHEREAS, LESSOR, as the foreclosing secured party under a Loan and Security
Agreement dated September 15, 1998, between Lessor, as secured party, and The
Ranch Imaging Center, L.C. and Millennium Diagnostic Imaging, L.L.C., as
debtors, conducted a public foreclosure sale of certain equipment. which is more
particularly described in the Lease Schedule attached hereto (the "Foreclosed
Equipment"); WHEREAS, LESSOR and LESEE previously have entered into a Secured
Party's Temporary Master Lease Agreement (the "Temporary Master Lease"), dated
October __, 1999, whereby LESSOR leased to LESSEE such Foreclosed Equipment in a
limited disposition of the Foreclosed Equipment, which was conducted as a
private sale/disposition of the Foreclosed Equipment pending the consummation of
a public sale of the Foreclosed Equipment; WHEREAS, LESSOR acquired title to the
Foreclosed Equipment at the public foreclosure sale; WHEREAS, LESSOR desires to
lease the Foreclosed Equipment to LESSEE and may lease additional equipment
(referred to as "Additional Equipment") to Lessee in the future (the Foreclosed
Equipment and the Additional Equipment being referred to collectively as the
"Equipment"); WHEREAS, LESSEE desires to lease the Foreclosed Equipment from
LESSOR and may lease Additional Equipment from Lessor in the future; and
WHEREAS, to facilitate the lease of the Foreclosed Equipment, the parties agree
to enter into this MASTER LEASE and to incorporate by reference from time to
time in lease schedules (hereinafter referred to as "Lease Schedules", and
individually as a "Lease Schedule") which will be attached hereto and made a
part hereof, various units of Equipment; NOW, THEREFORE, in consideration of the
mutual promises contained herein and other good and valuable consideration, the
parties hereto agree as follows:
TERMS, CONDITIONS AND COVENANTS OF LEASE
1. LEASE: This MASTER LEASE sets forth the terms and conditions by which LESSOR
agrees to lease to LESSEE and LESSEE agrees to lease from LESSOR the Equipment
as listed and described in each Lease Schedule executed pursuant to this MASTER
LEASE. Each Lease Schedule shall be separate and distinct for all purposes and
shall incorporate therein all the terms and conditions of this MASTER LEASE. If
there is a conflict between the Lease Schedule and this MASTER LEASE, the terms
and conditions of this MASTER LEASE shall govern and control.
2. TERM:
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a. The term of this MASTER LEASE shall begin on the date of execution by LESSOR
and shall continue in effect thereafter until all of LESSEE'S obligations and
liabilities under this MASTER LEASE and every Lease Schedule have been fully
performed or otherwise discharged.
b. The lease term for each Lease Schedule shall commence on the earlier of the
Equipment installation, first clinical use, or the cutover date (hereinafter
referred to as "Commencement Date"). If any Equipment under the Lease Schedule
is not newly installed, then the Commencement Date shall be the date upon which
title to the Equipment passes to LESSOR. The lease term shall continue for the
number of months set forth in the Lease Schedule (hereinafter referred to as
"Initial Term") and continue for any extended or renewal term. The first payment
date of the Initial Term shall be the first day of the month immediately
following the Commencement Date (or beginning on the Commencement Date if that
date is on the first day of the month).
c. LESSEE shall deliver to LESSOR a Certificate of Acceptance within five (5)
days of the Commencement Date. If Lessee fails to deliver the Certificate of
Acceptance, LESSEE shall be deemed to have accepted the Equipment as installed
and operational as of the Commencement Date unless LESSEE gives LESSOR written
notice of each defect within five (5) days of the Commencement Date.
3. RENT AND PAYMENTS: LESSEE'S obligation to pay rent under each Lease Schedule
shall begin on the Commencement Date and continue for the term. The monthly rent
(hereinafter referred to as "Monthly Rent") set forth in the Lease Schedule
shall be due and payable in advance on the first day of each calendar month
during the Initial Term without notice or demand notwithstanding the fact that
LESSOR may, as a convenience only, invoice LESSEE. If the Commencement Date of a
Lease Schedule shall be other than the first day of the month, LESSEE shall make
a rental payment (hereinafter referred to as "Interim Rent") equal to 1/30th of
the Monthly Rent set forth in the Lease Schedule for each day beginning with the
Commencement Date to and including the last day of the month prior to the
beginning of the Initial Term. Any amounts payable by LESSEE under this MASTER
LEASE other than the Monthly Rent and Interim Rent shall be deemed to be
additional rent (hereinafter referred to as "Additional Rent") and shall be paid
within twenty (20) days of invoicing by LESSOR. Rent shall be paid to LESSOR at
the address designated herein or at such other place as LESSOR designates in
writing, or if to an assignee of LESSOR, at such place as such assignee shall
designate in writing, by check or wire transfer so that all funds are
immediately available. As used herein, the term "rent" shall mean all Monthly
Rent, Interim Rent and Additional Rent. THIS IS A NON-CANCELABLE LEASE. LESSEE
shall pay the total rents for the entire term to LESSOR, or LESSOR'S assignee
(as defined herein), and such payment of rents shall be absolute and
unconditional without right to setoff, reduction, abatement, counterclaim,
recoupment, or defense of any kind whatsoever.
a. SERVICE CHARGE: In the event that any rent is not received by LESSOR or
LESSOR'S assignee within five (5) days of the due date thereof, LESSEE shall pay
a service charge of five percent (5%) of the past due payment and shall pay
interest at the rate of 1.5 percent (1.5%) per month or the maximum legal rate,
whichever is less, until all past due rents are received.
b. LEASE BASIS COST: The term "Lease Basis Cost" as used herein means the cost
of acquiring, delivering and installing the Equipment including but not limited
to all parts, materials, labor, services, transportation, taxes, and all other
charges of every kind and nature associated therewith.
c. NON-PERFORMANCE: If LESSEE fails to perform any of its covenants, warranties,
terms or conditions herein, LESSOR may, at its option, perform on LESSEE'S
behalf and all monies advanced by LESSOR shall be repayable by LESSEE as
Additional Rent. However, in no event shall LESSOR'S performance on behalf of
LESSEE be deemed to relieve LESSEE of its obligations hereunder.
4. LEGAL TITLE, LIENS, TAXES AND QUIET ENJOYMENT: During the term of this MASTER
LEASE, legal title to all Equipment shall at all times vest in LESSOR. LESSEE'S
interest in the Equipment shall be limited to its possession and use and LESSEE
shall not have or assert any right, title or interest therein, except as
expressly set forth herein, and shall protect, indemnify and defend, at its
expense, LESSOR'S legal title. LESSEE shall, at its expense, keep the Equipment
free and clear of any lien or encumbrance of any kind whatsoever except that of
LESSOR arising hereunder. LESSEE warrants that the Equipment will at all times
remain personal property, regardless of how it may be affixed to any real
property. Prior to LESSOR'S acceptance of this MASTER LEASE, LESSEE shall
provide LESSOR with a waiver, in form satisfactory to LESSOR, by the landlord or
mortgagee of the premises in which the Equipment is located, of such landlord's
or mortgagee's rights in and to the Equipment and/or the rent due under this
MASTER LEASE. In lieu of such waiver, LESSEE hereby agrees to hold LESSOR
harmless and indemnify LESSOR with regard to any and all claims, actions,
damages, costs and attorneys fees asserted by any landlord or mortgagee against
LESSOR or the Equipment herein. LESSEE shall pay all taxes, assessments or fees
assessed against the Equipment or payable by LESSOR or LESSEE with respect to
the Equipment, including any interest or penalties therein, excepting only
federal or state taxes based on the net income of LESSOR and without regard to
LESSOR'S agreement to invoice LESSEE for such amounts. LESSEE agrees, to the
extent permissible by law, to prepare and file all required tax returns and
other reports (other than reports regarding LESSOR'S income tax) with any
federal, state or other regulatory authority. LESSEE further agrees, to the
extent permitted by law, to take such actions and to file such documents as may
be required to ensure that the valuation of the Equipment, as reflected on the
records and tax rolls of applicable taxing authorities, does not exceed the fair
market value of the Equipment. To the extent LESSEE is not permitted to file
such returns, reports, or documents, LESSEE shall prepare them and provide them
to LESSOR for filing prior to the date such return or report is due. LESSOR
shall have the right to affix a stencil, plate, label or other indicia of its
ownership to the Equipment and LESSEE shall not remove or conceal such
identification. LESSEE shall have the right to quiet enjoyment of the Equipment
during the term of the Lease Schedule, so long as no event of default (as herein
defined) occurs.
5. LOCATION, USE, MODIFICATIONS AND ALTERATIONS: LESSEE shall not move, or
permit the movement of, the Equipment from the location (hereinafter referred to
as "Equipment Location") specified in the Lease Schedule without LESSOR'S prior
written consent. LESSEE shall not use, or permit the use of, the Equipment
unless such use is consistent with LESSEE'S business, by qualified operators
under LESSEE'S control and in compliance with (A) applicable laws and
regulations; (B) the specifications of, and use contemplated by, the
manufacturer of the Equipment (hereinafter referred to as "Manufacturer"); (C)
the terms of LESSEE'S insurance coverage; and (D) the requirements of LESSEE'S
maintenance agreement regarding the Equipment. LESSEE shall not make any
modifications, alterations or additions to the Equipment without LESSOR'S prior
written consent (other than Manufacturer's Changes, as such term is hereinafter
defined) unless said additions (A) are readily removable without causing any
damage to the Equipment and (B) do not impair the quality, safety, function or
marketability of the Equipment (hereinafter referred to as a "Permitted
Modification"). Any Permitted Modification shall not become the property of
LESSOR and shall not be subject to the Lease Schedule, provided that upon
termination or expiration of the term, LESSEE shall remove all Permitted
Modifications and restore the Equipment to its original condition (ordinary wear
and tear excepted), all at no expense to LESSOR. LESSEE shall permit the
Manufacturer, its agents or its contractors, access to the Equipment for the
purpose of performing such upgrades, recall orders or engineering changes as the
Manufacturer shall require to enhance or maintain the Equipment's standard of
performance (herein defined as "Manufacturer's Changes"), all of which shall
immediately become the property of LESSOR and be subject to the Lease Schedule.
6. MAINTENANCE AND INSPECTION: THIS IS A NET LEASE. LESSEE shall, at its own
expense, maintain the Equipment in good condition and repair and furnish all
necessary repairs, parts, materials and supplies. At all times herein, LESSEE
shall keep in full force and effect a maintenance agreement with the
Manufacturer or, with LESSOR'S consent, with an equivalent service organization
that routinely maintains such Equipment (hereinafter referred to as "Equivalent
Service Organization"). During reasonable business hours and subject to LESSEE'S
reasonable security precautions, LESSEE shall permit LESSOR access to all of the
Equipment for the purpose of inspecting the Equipment to determine LESSEE'S
compliance with this MASTER LEASE. If LESSEE is not in compliance with this
MASTER LEASE, LESSOR shall notify LESSEE in writing of the acts of noncompliance
and LESSEE shall immediately cease using the Equipment until full compliance is
achieved.
7. DISCLAIMER OF WARRANTIES: LESSEE has selected at its own risk the
Manufacturer, size and design of the Equipment. LESSEE acknowledges that LESSOR
is not the Manufacturer, or its agent or distributor, and that LESSOR MAKES NO
REPRESENTATIONS OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE
MERCHANTABILITY, VALUE, CONDITION, QUALITY, DESIGN, CAPACITY, MATERIAL,
WORKMANSHIP OR FITNESS OR SUITABILITY FOR ANY PURPOSE OR USE BY LESSEE, OR
PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT. LESSOR SHALL NOT BE LIABLE FOR
LOSSES OR DAMAGES THEREFROM, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, OR
ACTUAL OR ANTICIPATED PROFITS, OR OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER ARISING FROM THIS MASTER LEASE OR THE EQUIPMENT.
So long as no Event of Default (as herein defined) has occurred and continues
uncured, LESSOR assigns LESSEE all of Manufacturer's warranties and
indemnifications, to the extent said warranties and indemnifications are
assignable.
8. RISK OF LOSS: LESSEE hereby assumes and shall bear the entire risk of changes
to, loss, theft, damage, destruction or seizure (hereinafter referred to as
"Event of Loss") of the Equipment from every cause whatsoever. No Event of Loss
shall relieve LESSEE of its obligations to pay rent or to perform any other
obligation under this MASTER LEASE. If any of the Equipment is damaged and
repairable, LESSEE shall promptly notify LESSOR of the occurrence of the Event
of Loss and shall, at LESSEE'S expense within thirty (30) days of such Event of
Loss, cause repairs to be made to the Equipment to restore it to the condition
required pursuant to Section 6 herein. If the Equipment is damaged beyond
repair, LESSEE shall promptly notify LESSOR of the occurrence of the Event of
Loss and shall, at LESSEE'S expense within thirty (30) days of the Event of
Loss: (A) replace the Equipment with like equipment in good repair and working
order or (B) pay to LESSOR in cash the following: (1) the greater of (a) ten
percent (10%) of the Lease Basis Cost or (b) the actual fair market value of the
Equipment calculated as of the date of the Event of Loss; and (2) all amounts
which have accrued and have not been paid by LESSEE to LESSOR under this MASTER
LEASE through the date of the Event of Loss; and (3) the present value of the
unpaid rent discounted at a rate of five percent (5%) for the remainder of the
Initial Term for each Lease Schedule covering the Equipment (the total amount
described in (1), (2), and (3) above is hereinafter collectively referred to as
"Casualty Value").
9. INSURANCE: LESSEE shall provide and maintain, at its sole cost and expense:
(1) all risk property insurance on the Equipment for its full replacement value
in an amount no less than the Casualty Value, and (2) comprehensive public
liability and property damage insurance on the Equipment in amounts not less
than $1,000,000.00 per occurrence and $3,000,000.00 in the aggregate, with an
insurer reasonably acceptable to LESSOR considering the risks to be insured.
LESSEE shall provide LESSOR or its assigns (in a form acceptable to LESSOR) with
certificates of insurance and a loss payable endorsement in favor of LESSOR and
its assigns, as loss payee for property damage coverage and as additional
insured for public liability coverage. If specifically requested in writing by
LESSOR, LESSEE shall provide a copy of the insurance policy under which the
certificates are issued. The insurance endorsement shall provide that the
coverage shall not be materially altered or cancelled unless thirty (30) days
prior written notice has been given to LESSOR and its assigns, and that the
coverage afforded to LESSOR and its assigns, shall not be rescinded, impaired or
invalidated by any act or omission of LESSEE. LESSOR may apply proceeds of any
such insurance to any of LESSEE'S obligations hereunder, but shall pay excess
proceeds, if any, to LESSEE upon LESSEE'S full satisfaction of its obligations
hereunder.
10. GENERAL INDEMNIFICATION: Except for liability arising from the gross
negligence or willful misconduct of LESSOR, its employees or agents, LESSEE
hereby agrees to indemnify, defend, protect and hold LESSOR, its agents,
employees, directors and assigns harmless from and against any and all claims,
losses, damages. injuries, suits, demands or expenses, including but not limited
to attorney's fees and costs of whatever kind and nature, arising in connection
with the Equipment, including without limitation its selection, purchase,
installation, use, deinstallation, delivery, return or manufacture (including
without limitation patent, trademark or other infringement). LESSEE shall
promptly notify LESSOR or its assigns of any matter hereby indemnified against.
11. RETURN OF EQUIPMENT: Upon the expiration of any Lease Schedule or
termination for any other cause, LESSEE at is sole cost and expense, shall
assemble, crate, insure and deliver all of the Equipment, and all of the service
records relating thereto, subject to the Lease Schedule, to LESSOR in the same
good condition and repair as when received, ordinary wear and teat excepted, to
such reasonable destination within the continental United States as LESSOR shall
designate. LESSEE shall immediately prior to the return of each unit of
Equipment, provide LESSOR a letter from the Manufacturer certifying that each
unit of Equipment is in good working order, ordinary wear and tear excepted, and
is eligible for a maintenance agreement by the Manufacturer or Equivalent
Service Organization. LESSEE shall provide LESSOR with at least one hundred
twenty (120) days written notice of the return of the Equipment. Notwithstanding
any other rights and remedies of LESSOR, if LESSEE fails to return the Equipment
to LESSOR or its designee within ten (10) days of the time required, then until
such time as the Equipment is returned, LESSEE shall pay on demand as liquidated
damages, not as a penalty, and at LESSOR'S election, an amount equal to (A)
twelve (12) months rent; or (B) one hundred twenty percent (120%) of the Monthly
Rent for each month or portion thereof until the Equipment is returned to LESSOR
as detailed herein.
12. LESSEE'S REPRESENTATIONS AND WARRANTIES: LESSEE represents and warrants to
LESSOR with regard to this MASTER LEASE and each Lease Schedule to be appended
hereto that:
a. The execution, delivery and performance of this MASTER LEASE and any Lease
Schedule have been duly authorized by all necessary action on the part of
LESSEE, and this MASTER LEASE constitutes a valid and binding obligation of
LESSEE enforceable against LESSEE in accordance with its terms;
b. The individual executing this MASTER LEASE on behalf of LESSEE is duly
authorized;
c. Neither the execution or delivery by LESSEE of this MASTER LEASE, nor the
performance thereof by LESSEE, conflicts with, results in a breach of or
constitutes a default or violation of LESSEE'S Certificate of Incorporation,
By-Laws, applicable law, court order or any agreement or other instrument to
which LESSEE is a party or by which it is bound;
d. LESSEE is duly organized and in good standing in its state of incorporation,
is duly qualified to do business in each jurisdiction where the Equipment is
located and where such qualification is required;
e. Upon request by LESSOR, LESSEE shall furnish its most recent audited annual
financial statements prepared in accordance with generally accepted accounting
principles; and LESSEE shall furnish its quarterly financial statements within
___ days after the end of each quarter, prepared in accordance with generally
accepted accounting principles, and being certified as true and correct by an
authorized officer of LESSEE;
f. LESSEE shall provide to LESSOR any other documents reasonably requested to
consummate this transaction or any Lease Schedule or as reasonably required
under this MASTER LEASE;
g. No approval, consent or authorization is required from any governmental
authority with respect to the execution, delivery or performance of this MASTER
LEASE, or if any such approval, consent or authorization is required, it has
been obtained.
13. EVENT OF DEFAULT: The occurrence of any of the following events shall
constitute an event of default by LESSEE or its guarantor (hereinafter referred
to as an "Event of Default"):
a. Failure to pay when due any installment of rent or other sum due hereunder,
and such failure shall continue for more than five (5) days; or
b. Failure to perform any other term or condition, covenant, representation or
warranty of this MASTER LEASE or any Lease Schedule, and such failure continues
for a period of twenty (20) days after notice thereof; or
c. If LESSEE or its guarantor ceases doing business as a going concern, becomes
insolvent, admits in writing its inability to pay its debts as they become due,
makes an assignment for the benefit of its creditors, files a voluntary petition
or answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future federal
or state statute, law or regulation, admits, consents to or acquiesces in the
appointment of a receiver or trustee of any of its property, the commission of
any act of dissolution, liquidation or the bankruptcy or death of the LESSEE'S
guarantor in the event that the Guarantor is a natural person; or
d. Failure within sixty (60) days after the commencement of any proceeding
against LESSEE or its guarantor seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, bankruptcy or similar
relief under any current or future federal or state statute, law or regulation
to obtain the dismissal of such proceeding; or
e. If any warranty, covenant or representation made by LESSEE to LESSOR is
false, incorrect or untrue in any material respect; or if any Equipment subject
to a Lease Schedule is attached, levied upon, encumbered, pledged or seized; or
LESSEE defaults under any other agreement with LESSOR; or defaults under any
other material lease, loan or agreement for the borrowing of money; or
f. There is a material adverse change in the financial condition of LESSEE or
its guarantor.
14. REMEDIES: At any time after an Event of Default, LESSOR shall have the right
to exercise any one or more of the following cumulative remedies:
a. Accelerate without notice to LESSEE all of LESSEE'S obligations hereunder and
to ▇▇▇ for and recover all rents and other amounts which have accrued or shall
accrue under this MASTER LEASE, all of which shall become immediately due and
payable upon demand by LESSOR;
b. Require that LESSEE assemble the Equipment and deliver it to LESSOR as
provided under Section 11 or enter the premises where any Equipment is located
without notice or process of law and take possession of the Equipment without
incurring any liability to LESSEE or any other party for any damages arising
from such taking of possession;
c. Sell any or all of the Equipment at public or private sale or relet same;
d. Terminate this MASTER LEASE or any Lease Schedule as to any or all of the
Equipment; and
e. At law or in equity, enforce any of LESSOR'S rights or pursue any other
remedy now or hereafter arising.
LESSOR'S remedies hereunder are cumulative in nature, not exclusive, and the
exercise of any particular remedy shall not be construed to be an election of
remedies by LESSOR nor shall any waiver or delay by LESSOR of any of its rights
or remedies under this MASTER LEASE be construed as a waiver of LESSOR'S rights
to enforce that, or any other, right or remedy in the future. Notwithstanding
LESSOR'S election of remedies, LESSEE shall remain liable for the present value
of all rents discounted at a rate of five percent (5%) and other amounts which
have accrued or would have accrued during the Initial Term, in addition to (A)
all of LESSOR'S costs and expenses incurred in enforcing its rights hereunder,
or in taking of possession, storing, repairing, selling or reletting the
Equipment, (B) court costs and reasonable attorney's fees, and (C) an amount
equal to the greater of (1) ten percent (10%) of the Lease Basis Cost or (2) the
fair market value calculated as of the date of such Event of Default, less (D)
the net proceeds of a public or private sale or reletting, if any, of the
Equipment, at the present value, if necessary, discounted at a rate of five
percent (5%) and (E) any insurance proceeds recovered by LESSOR from insurance
coverage provided by LESSEE. However, in no event shall LESSOR'S exercise of
more than one of its remedies entitle LESSOR to recover from LESSEE an amount in
excess of that referred to in this section.
15. ASSIGNMENT AND SUBLEASE:
a. LESSOR'S ASSIGNMENT: LESSEE understands and acknowledges that LESSOR has
entered into this MASTER LEASE and shall enter into each Lease Schedule in
anticipation of assigning, mortgaging, or otherwise transferring its rights and
interests thereunder and/or in the Equipment (but not its obligations) to others
(hereinafter referred to as "Assignees") without notice to or the consent of
LESSEE. Accordingly, LESSOR and LESSEE agree that:
(1) LESSEE will, after due notice, acknowledge in writing such notice of
assignment as reasonably requested by LESSOR or its Assignee, and pay directly
to the designated Assignee the amounts which become due under each assigned
Lease Schedule and such payment shall be absolute and unconditional, without
reduction, abatement, offset or counterclaim of any kind. Notwithstanding the
foregoing, LESSEE reserves its rights to have recourse directly against LESSOR
on account of any claim it may have against LESSOR.
(2) Any Assignee may reassign its rights and interests hereunder with the same
effect as the original assignment.
(3) LESSEE agrees to execute all filings pursuant to the Uniform Commercial Code
as well as any other documents reasonably requested by LESSOR or its Assignee.
Any Assignee shall not be liable to LESSEE for any obligations of LESSOR
hereunder.
b. LESSEE'S ASSIGNMENT AND SUBLEASE: Without LESSOR'S prior written consent,
LESSEE shall not: (A) assign any of its obligations hereunder, (B) attempt to
sublease the Equipment or (C) attempt to sell, transfer, hypothecate, dispose
of, lend or abandon the Equipment or any of LESSEE'S rights in it.
16. CHOICE OF LAW AND FORUM: This MASTER LEASE and the provisions contained
herein shall be deemed to have been executed at LESSOR'S principal place of
business in Rosemont, Illinois and shall be governed in all respects by the laws
of the State of Illinois. LESSOR and LESSEE on behalf of themselves and their
assignees further agree that courts located in the State of Illinois shall have
jurisdiction over any matters arising out of this MASTER LEASE and hereby submit
themselves to the personal jurisdiction of the Illinois courts.
17. NOTICES: All notices or demands provided for herein shall be in writing and
shall be deemed given when delivered or deposited in the United States mail,
first class, postage prepaid, addressed to the parties at their respective
addresses set forth above, or at such other address as may be provided from time
to time.
18. SURVIVAL OF OBLIGATIONS: All the terms and conditions, representations,
covenants, warranties and agreements contained in this MASTER LEASE and in any
Lease Schedule or in any document in connection herewith shall specifically
survive the expiration or termination of this MASTER LEASE.
19. SEVERABILITY: To the extent any provision of this MASTER LEASE or any Lease
Schedule is deemed partially or wholly invalid or unenforceable under applicable
law, such provision shall be effective to the extent valid and enforceable, and
all other provisions shall remain in full force and effect.
20. LESSOR'S CONSENT: When LESSOR'S consent is required by the terms of this
MASTER LEASE, such consent shall not be unreasonably withheld.
21. LEASE SCHEDULE REAFFIRMATION: The execution by LESSOR and LESSEE of each
Lease Schedule shall constitute a reaffirmation by LESSEE of its covenants,
representations and warranties herein and that the same are true, correct and
complete with respect to the Lease Schedule as of the date of execution of each
Lease Schedule.
22. HEADINGS: All section headings of this MASTER LEASE are for convenience
only, and shall not in any way limit or affect the meaning or scope of this
MASTER LEASE or its provisions.
23. NO WAIVER: No delay, omission or failure to act by LESSOR at any time to
exercise or enforce any right or remedy herein provided shall be a waiver of any
such right or remedy to which LESSOR is entitled, nor shall it in any way affect
the right of LESSOR to enforce such provisions thereafter.
24. ENTIRE AGREEMENT: This MASTER LEASE constitutes the entire agreement of the
parties hereto and no other written or oral representations or warranties shall
be binding upon the parties hereto. NO AGENT OR EMPLOYEE OF THE MANUFACTURER OR
SELLER OF THE EQUIPMENT IS AUTHORIZED TO BIND LESSOR TO THIS MASTER LEASE OR ANY
OTHER AGREEMENT OR TO WAIVE OR MODIFY ANY OF THE PROVISIONS HEREOF. Any
modification or waiver of any of the provisions herein shall be effective only
if in writing and executed by all of the parties hereto, provided however that
LESSOR may add applicable Equipment serial or identification numbers to Lease
Schedules and financing statements.
25. SUCCESSOR: This MASTER LEASE and each Lease Schedule shall be binding upon
and shall inure to the benefit of LESSOR, LESSEE and their respective
successors, legal representatives and assigns.
26. ADDITIONAL FILINGS: In the event that LESSEE fails or refuses to execute
and/or file Uniform Commercial Code financing statements or other instruments or
recordings which LESSOR or its Assignee reasonably deems necessary to perfect,
or maintain perfection of, LESSOR'S or its Assignee's interests hereunder,
LESSEE hereby appoints LESSOR or its Assignee as LESSEE'S limited
attorney-in-fact to execute and record all documents reasonably necessary to
perfect or maintain the perfection of LESSOR'S interest hereunder. LESSEE shall
pay LESSOR or its Assignee for any costs and fees relating to the filings
including, but not limited to, costs, fees, searches, document preparation,
documentary stamps, privilege taxes and reasonable attorneys' fees.
27. MULTIPLE LESSEES: If more than one LESSEE is named within this MASTER LEASE,
the liability of each shall be joint and several.
28. LEASE ACCEPTANCE: At no time shall this MASTER LEASE or the Lease Schedule
be deemed to constitute an offer binding upon LESSOR until it is accepted by
execution of LESSOR at its corporate office in Rosemont, Illinois.
PRIME LEASING, INC., PHYMED Diagnostic Imaging Center
LESSOR Hillcrest, Inc.,
LESSEE
By: By:
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Name (Printed): Name (Printed):
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Title: Title:
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Date: October ____, 1999 Date: October ____, 1999