SAMPLE FINELINE MEDIA FINANCE LEASE PURCHASE AGREEMENT
FINELINE MEDIA FINANCE LEASE PURCHASE AGREEMENT S M A P E L FINELINE MEDIA FINANCE HERON HOUSE, 5 HERON SQUARE RICHMOND, SURREY TW9 1EL TELEPHONE 020 8334 2100 FACSIMILE 020 8334 2101 REGISTERED IN ENGLAND No 1639510 Agreement No THIS AGREEMENT is made between the Lessor and the Lessee on the terms set out in the Lease Particulars set out below and in the attached Terms and Conditions. LEASE PARTICULARS LESSEE INSURANCE COMPANY REGISTERED OFFICE ADDRESS COMPANY REGISTRATION NO: FAX NO: EQUIPMENT: SEE THE ATTACHED SCHEDULE OF EQUIPMENT POLICY NO. EXPIRY DATE REF: SXXXXXX EQUIPMENT LOCATION LEASE TERM months from the Commencement Date DOCUMENTATION FEE £ payable together with the first monthly Rental. RENTAL PARTICULARS Advance Rental of £ due on or before the Commencement Date followed by successive monthly Rentals of £ commencing in the month after the Commencement Date (and payable in each case on the same day of the month as the Commencement Date). The Advance Rental includes the appropriate amount of VAT on the cost of the Equipment. EQUIPMENT COST £ + VAT of £ =£ £60.00 (including VAT) SPECIAL CONDITIONS LESSEE'S DECLARATION TO THE LESSOR We, the above named Lessee, hereby: 1. 2. 3. 4. E L PURCHASE OPTION PAYMENT S M A P apply to take the above Equipment on lease purchase on the Terms and Conditions above and attached hereto and comprised in the other attached documentation and request you to purchase the Equipment; warrant that the above particulars are correct; confirm that before signing this Agreement we have read and understood the above Terms and Conditions (including the provisions of Clause 6 which we accept are reasonable in all circumstances) and undertake, if this application is accepted, to observe them; record our awareness that you have not seen or inspected the Equipment and are relying on our own selection and inspection of it and on our having satisfied ourselves that it is suitable for our purposes. LESSEE'S SIGNATURE Signed LESSOR'S SIGNATURE Signed ______________________________________________________ duly authorised for and on behalf of the Lessee ___________________________________________________ duly authorised for and on behalf of the Lessor Name of Signatory _____________________________________ Name of Signatory ____________________________________ Position _____________________________________ Position ____________________________________ Date _____________________________________ Date ____________________________________ WITNESS Signature _____________________________________ Name _____________________________________ Address _____________________________________ _____________________________________ VAT Registration Number 805 7311 48 TERMS AND CONDITIONS 1. 2. 2.1 Parties THIS AGREEMENT is made between Fineline Media Finance, a trading division of Five Arrows Leasing Limited (Company Registration Number 1639510), whose registered office is at Heron House, 5 Heron Square, Richmond-upon-Thames, Surrey TW9 1EL (the Lessor) and the Lessee described in the Lease Particulars (the Lessee). Definitions and Interpretation In these Terms and Conditions and in the Lease Particulars: 4.6 The Lessor may set off any obligation due from the Lessee against any obligation owed by the Lessor to the Lessee. 4.7 The Lessee hereby expressly waives any right of set-off in respect of any Rental or other sums due under this Agreement against any other claims made by the Lessee against the Lessor or any other sums due or claimed to be due to the Lessee by the Lessor under this Agreement or in respect of any other agreement between the Lessee and the Lessor. 5. 5.1 Lessee's Undertakings The Lessee shall: Acceptance Certificate means a certificate to be signed by the Lessee regarding acceptance of Equipment in the form attached or such other form as the Lessor may require; Advance Rental means the advance rental specified in the Lease Particulars; Agreement means the Lease Particulars and these Terms and Conditions and the other attachments hereto, which together comprise the agreement between the parties in respect of the Equipment; Business Day means a day other than a Saturday or Sunday when financial institutions in London are generally open for banking business; Commencement Date means the date on which the Lessor signs this Agreement confirming its acceptance of the Lessee’s application, as shown in the Lease Particulars; Documentation Fee means the documentation fee specified in the Lease Particulars; Due Date means the date upon which a payment becomes due under this Agreement (in respect of each Rental and the Documentation Fee, as specified in the Lease Particulars); Equipment means the equipment specified in the Schedule of Equipment attached to the Lease Particulars (and, where the context permits, any item of the foregoing) together with all replacements, renewals and component parts thereof, all additions and accessories thereto which form an integral part thereof and all documents and manuals in relation thereto; Event of Default means any of the events or circumstances set out in clause 9.1; Insurances means the policies of insurance required to be effected and maintained under this Agreement; Lease Particulars means the particulars of the transaction to which these Terms and Conditions are attached; Lease Term means the lease term specified in the Lease Particulars, commencing on the Commencement Date; Location means the equipment location specified in the Lease Particulars and, where the context permits, any other location where the Equipment may be kept from time to time; Loss means any loss (including loss of profit), demand, liability, obligation, claim, action, proceeding, penalty, fine, damage, adverse judgement, order or other sanction, fee and out-of-pocket cost and expense (including any legal fee and related expenses on a full indemnity basis); Purchase Option Payment means the amount so specified in the Lease Particulars; Rental means each rental payment specified in the Lease Particulars; Security Interest means any mortgage, charge, pledge lien or other security interest securing any obligation of any person or any other agreement having similar effect; and VAT means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature. 2.2 (b) (c) (d) (e) (f) (g) (h) (i) (j) In these Terms and Conditions: (a) (b) (c) (d) any reference to (i) "assets" includes present and future properties, revenues and rights of every description; (ii) this Agreement or any other agreement or instrument is a reference to this Agreement or that other agreement or instrument as amended or novated; (iii) "indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; (iv) a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing; (v) the Lessor or the Lessee shall, where the context permits, include such person's successors and assigns (or, in the case of the Lessee, permitted assigns) and any persons deriving title under such person; (vi) a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation; (vii) a provision of law is a reference to that provision as amended or re-enacted; and (viii) a clause is a reference to a clause of these Terms and Conditions; words importing the plural include the singular (and vice versa); the interpretation of general words shall not be restricted by being preceded by words including a particular class of acts, matters or things or by being followed by particular examples; and clause headings are for ease of reference only. S (k) take delivery of the Equipment at the Location and, if it has not already done so, immediately deliver to the Lessor a duly completed Acceptance Certificate; be responsible for all costs and charges in connection with the transport, delivery and installation of the Equipment and will provide such installation and ancillary facilities as may be necessary for the requirements of the suppliers; not create or attempt or agree to create or permit or suffer to exist any Security Interest over all or any part of the Equipment; not grant any interest in or any option or other right in respect of the Equipment or sell or agree to sell, pledge, transfer or assign any part of the Equipment or deal with or otherwise dispose of the Equipment or sub-lease, lend or part with possession or control of the Equipment; give to the Lessor upon request copies of all notices, requests and other documents sent or received with respect to the Equipment or in connection with any notice affecting the Location and give to the Lessor such information regarding the Equipment as the Lessor may require; do or permit to be done every act or thing which the Lessor may from time to time require for the purpose of enforcing the rights of the Lessor under this Agreement and will allow its name to be used as and when required for that purpose and shall protect the Lessor's title to and interest in and (if the Lessor is not the owner of the Equipment) the owner's title to the Equipment against all persons claiming against or through the Lessee; not do or cause, permit or suffer to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the Lessor's title to or the value of the Equipment including ensuring that neither the Equipment nor the Location are seized by way of distress or taken under execution and shall promptly provide to the Lessor the original of any order, notice or other matter served upon the Lessee by any third party which may adversely affect the Equipment and/or the Location and shall promptly comply with, object to or make representations in respect of any such order, notice or other matter as the Lessor may require; pay all rent, charges, taxes, fees, duties and outgoings of whatsoever nature in respect of the Location; affix to or engrave on the Equipment any label, plate or marking as the Lessor may require and shall not permit or suffer to be removed, damaged, modified or obscured any label, plate or marking which may be affixed to or engraved on the Equipment by any manufacturer, supplier or other person; keep the Equipment in a good state of repair and condition and in good working order, replace any part of the Equipment as may be destroyed, damaged or worn out with new parts of similar quality, carry out such repairs, modifications, servicing and overhaul to the Equipment as the Lessor requires (and, in any event, in accordance with the manufacturer's recommended intervals), permit the Lessor and its nominees at all reasonable times to enter upon the Location for the purpose of inspecting the Equipment and, where the Equipment comprises a vehicle, submit such vehicle for testing as required by applicable law and regulation and ensure that such vehicle is in possession of a current MOT certificate; keep the Equipment at the Location and not remove it without the prior written consent of the Lessor and, where the Equipment is a vehicle, not take it out of the United Kingdom without such consent and on demand shall notify the Lessor of its whereabouts; use the Equipment solely in the course of its business and not modify or alter it and not use, permit or suffer it to be used for any purpose or in any manner for which it is not designed or fit or use or keep it in contravention of any applicable law, regulation or policy of insurance; do all such acts and pay all such costs, charges and expenses as the Lessor may consider necessary to prevent or remedy any breach by the Lessee of its duties, obligations or liabilities under this Agreement; not annex the Equipment to the Location or any other property if such annexure would or might lead to the Equipment becoming a fixture; notify the Lessor of any change in its permanent address in the United Kingdom and it will on demand pay all expenses to which the Lessor may be put in tracing the Equipment or in recovering possession thereof from the Lessee or any third party; on demand pay to the Lessor any charges, expenses, costs, damages or other losses reasonably and properly suffered or incurred by the Lessor in recovering any monies payable to it, or in the exercise of any of its rights, under this Agreement; if required by the Lessor, deliver to the Lessor a copy of its audited annual accounts within six months of the relevant accounting year end; ensure that, where any software licence is required in respect of the Equipment, such licence will, throughout the letting, be the latest version of any such licence; and comply with any Special Conditions set out in the Lease Particulars. M A 3. 3.1 Agreement to Lease The Lessor shall lease the Equipment and the Lessee shall take the Equipment on lease purchase for the Lease Term . 3.2 If the Lessee shall have paid all instalments of Rental specified in the Lease Particulars, together with all other sums payable under the terms of this Agreement, and shall have observed and performed all of its other obligations under this Agreement, and under any other Agreement between the Lessor and the Lessee, upon payment to the Lessor by the Lessee of the Purchase Option Payment such title as the Lessor has in the Equipment shall pass to the Lessee. The Equipment shall be transferred in the condition and at the place or places at which it is located at the date of transfer. 4. 4.1 Payment The Lessee shall pay to the Lessor the Documentation Fee and the Rental on the relevant Due Date. All payments other than the Advance Rental will be paid by direct debit. Payments sent by post (with the Lessor's consent) shall be at the Lessee's risk. 4.2 If the Lessee fails to pay any amount payable by it under this Agreement on the relevant Due Date, interest shall accrue on the overdue amount from the Due Date up to the date of actual payment (both before and after judgment) at the rate of 2% per month over the Base Rate of Lloyds TSB Bank as that rate fluctuates. Any interest accruing under this clause 4.2 shall be immediately payable by the Lessee on demand by the Lessor and, if unpaid, will be calculated on a daily basis and compounded on the first day of each calendar month. 4.3 Without prejudice to clause 4.2, on each occasion that the Lessee fails to pay any Rental on the relevant Due Date, the Lessee shall pay to the Lessor an administration fee of £25.00 relating to the Lessor's processing of such late payment. Such a fee shall also be payable to the Lessor for the processing of any interim request from the Lessee such as a request for copies of documentation or the adjustment of direct debit arrangements. 4.4 All amounts payable under this Agreement by the Lessee to the Lessor shall be deemed to be exclusive of VAT. If VAT is chargeable, the Lessee shall pay to the Lessor (in addition to and at the same time as paying the relevant amount) an amount equal to the amount of the VAT. 4.5 (a) All payments to be made by the Lessee under this Agreement shall be made in full in cleared funds on the relevant Due Date without any set-off or counterclaim whatsoever and free and clear of any taxes, deduction or withholdings save as required by applicable law (in which case the amount due from the Lessee in respect of such payment shall be increased so as to ensure that, after the making of such deduction or withholding, the Lessor receives on the Due Date (and retains, free from and clear of any taxes or otherwise) a net amount equal to the amount which it would have received had no such deduction or withholding been required to be made). (l) (m) (n) (o) (p) (q) (r) (s) P E L 5.2 The Lessor may (without obligation) pay, perform and/or discharge any of the Lessee's duties, obligations and liabilities under this Agreement which the Lessee has failed to pay, perform or discharge and the Lessee shall promptly indemnify the Lessor from any Loss suffered, paid or incurred by the Lessor in connection with any such action. 5.3 The Lessee will indemnify the Lessor in respect of any claims made against the Lessor or charges, expenses, costs, damages or other Loss suffered or incurred by the Lessor as the result of a claim made by any third party arising out of the state, condition or use of the Equipment or in any way arising out of its letting hereunder except for personal injury or death caused directly by the negligence of the Lessor or any of its agents. 6. 6.1 Warranties The Lessee acknowledges that the Equipment has been selected by the Lessee alone, that, in selecting the Equipment, the Lessee does not rely on the skill or judgment of the Lessor, that the Equipment has been acquired by the Lessor from the supplier at the Lessee’s request and that under no circumstances, unless specifically so stated in the Lease Particulars, is the Lessor obliged to provide any software in respect of the Equipment. 6.1 6.2 The Equipment is not leased by the Lessor subject to any representation, condition or warranty (express or implied) as to the age, state, quality or performance of the Equipment, its correspondence with description or specification, merchantable quality or fitness for any purpose and any such representation, condition or warranty which is implied by law is hereby excluded to the extent permitted by law. Such exclusions shall also apply if title in the Equipment shall pass to the Lessee in the manner described in clause 3.2. No dealer, broker, manufacturer or supplier has any power to make any representation, give any warranty or agree to any condition with respect to the Equipment on behalf of the Lessor. .3 Save for any personal injury or death caused directly by the negligence of the Lessor or any of its agents, the Lessor shall not be liable for any Loss suffered, incurred or paid by any person in connection with any defect in the Equipment or in the manufacture, supply, delivery, installation, operation, use, possession, servicing, repair or overhaul of the Equipment or in respect of any period in which the Equipment may be unusable and the Lessee shall hold harmless and promptly indemnify the Lessor against any such Loss. .4 During the letting the Lessee shall be entitled (so far as the Lessor is able to transfer the same) to the benefit of all conditions, warranties or other terms relating to the Equipment given by the supplier/manufacturer of the Equipment to the Lessor. .5 7. 7.1 7.2 7.3 7.4 Under no circumstances shall the liability of the Lessor to the Lessee in respect of this Agreement or any actual or alleged defect or deficiency in the Equipment exceed the amount, if any, by which the net proceeds of sale of the Equipment realised by it exceed the sum referred to in clause 10.1(b) (iv) at the date of termination if prior to the date of expiry of the Lease Term . Insurance Risk in relation to the Equipment shall at all times remain with the Lessee and the Lessee shall promptly indemnify the Lessor against any Loss suffered, incurred or paid by the Lessor in connection with any loss of or damage to the Equipment. Until the Lessee returns the Equipment to the Lessor under this Agreement, the Lessee shall continuously keep the Equipment fully insured with insurers approved by the Lessor under a fully comprehensive policy of insurance against all loss or damage from risks against which it is commercially prudent to insure (or which the Lessor requires) for an amount not less than its full new replacement value and for all liability to third parties for personal injury or damage to property arising in connection with the use of the Equipment and shall cause the policy to be extended so as to indemnify the Lessor from its liability (if any) arising in connection with it. The Lessee shall cause such policy to be endorsed with a memorandum of the Lessor's (and, if different, the owner's) interest and shall hold such policy insofar as it relates to the Equipment and any monies paid or payable thereunder in trust for the Lessor. The Lessee shall pay punctually all premiums and shall not do, permit or suffer to be done any act which may render the Insurances void or voidable or cause the relevant insurers to cancel the Insurances or reduce or avoid any liability under them and shall, on request by the Lessor, produce for its inspection any relevant premium receipt, policy and certificate of insurance. the Lessee shall no longer be in possession of the Equipment with the Lessor's consent and the Lessor shall be entitled to retake possession of it and for that purpose the Lessor, its servants or agents may, without previous notice, enter upon any premises upon or in which the Equipment may be or is believed to be; (b) the Lessee shall forthwith: (i) (ii) (iii) (iv) return the Equipment to the Lessor in the condition required by clause 8; pay to the Lessor any Rental in arrears or any other amount due under this Agreement; indemnify the Lessor against any Loss suffered, incurred or paid by the Lessor in connection with the occurrence of any Event of Default or any breach by the Lessee of its obligations under this Agreement; and pay to the Lessor by way of agreed and liquidated damages a termination sum equal to the aggregate of the Rentals that would have been payable during any remaining part of the Lease Term (but for termination) discounted at the rate of 4% per annum to reflect early payment. 11. 11.1 Notices Any communication to be made in connection with this Agreement shall be made in writing and may be made by letter or fax. The address and fax number of each party for any communication to be made in connection with this Agreement is as set out in the Lease Particulars or any substitute address or fax number as one party may notify to the other by not less than five Business Days’ notice. .2 Any communication or document made by one party to another in connection with this Agreement will only be effective if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post, postage prepaid, in an envelope addressed to it at that address or if by way of fax, when received in legible form. 12. 12.1 Assignment The Lessee shall not assign or transfer any of its rights or obligations under this Agreement. 12.2 The Lessor may enter into this Agreement as agent for a third party or may assign, whether absolutely or by way of security, to any person all or any of its rights under this Agreement and any person to whom such rights are assigned will be entitled to the full benefit of such rights. The Lessee agrees to execute such documents as may reasonably be necessary to secure and/or complete such agency or assignment and to perfect the assignee's interest therein including acknowledgement of receipt of any notice of agency or assignment. 12.3 A person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement. 13. .1 If any software is required for the operation of the Equipment, the Lessee shall ensure that at all times during, as well as at the end of, the letting the latest version of such software shall have been installed on the Equipment. Miscellaneous This Agreement constitutes the entire agreement and understanding between the parties in connection with the matters set out in this Agreement and supersedes and replaces all prior communications, representations, warranties, stipulations, undertakings and agreements of whatsoever nature, whether written or oral, between the parties in connection with such matters. .2 Event of Default It shall be a condition of this Agreement that none of the following events and circumstances, each of which is an Event of Default, shall occur: Time shall be of the essence under this Agreement but no failure or delay on the part of the Lessor to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. .3 The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. .4 Any amendment or waiver of any provision of or default under this Agreement shall only be effective if made in writing and signed by the Lessor. .5 Any statement of account signed as correct by the Lessor showing any amount due under this Agreement shall, in the absence of manifest error, be conclusive evidence of the amount so due. .6 If any provision of this Agreement is prohibited or unenforceable such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision. .7 Where the Lessee is more than one person or entity the Lessee's rights under this Agreement shall be joint and the Lessee's obligations under it shall be joint and several and the expression "the Lessee" shall mean any one or more of the Lessees. 13.8 Notwithstanding the termination of this Agreement and/or the letting of the Equipment, the rights of the parties in relation to the Equipment and any payments or indemnities due under this Agreement shall continue to be governed by it. 13.9 The Lessee acknowledges and accepts that, where the transaction has been introduced to the Lessor by a third party, the Lessor may pay such third party a commission or fee. No statement, written or oral, by any servant or agent of the Lessor prior to the Commencement Date shall vary its terms. 13.10 This Agreement is governed by English law and the courts of England have non-exclusive jurisdiction to settle any dispute arising under it. The Lessee shall notify the Lessor immediately upon the Equipment being lost or sustaining any significant damage. The Lessee hereby irrevocably appoints the Lessor to receive any monies payable by the insurers under the Insurances in respect of loss or damage to the Equipment (except any monies payable by the insurers that may be agreed by the Lessor to be paid direct to any repairer of the Equipment) and as its agent to give good and sufficient receipt and discharge therefor. If required by the Lessor, the Lessee shall assign to the Lessor (or to its order) all its right, title and benefit under the Insurances. The Lessee shall not agree to any settlement of any insurance claim without the prior approval of the Lessor. Any insurance proceeds paid under the Insurances in respect of any loss of or damage to the Equipment (other than on a total loss) shall be applied either in making good and repairing the Equipment or replacing the damaged Equipment and the Lessee shall procure that title to such replacement Equipment is vested in the Lessor. If, however, the Equipment becomes a total loss as a result of it being irreparably damaged, destroyed or lost from whatever cause, or it being beyond economic repair, the letting shall automatically terminate whereupon the Lessee shall pay to the Lessor (in addition to any other amount then due and outstanding under this Agreement) a termination sum calculated in the manner set out in clause 10.1, save that no allowance shall be made to the Lessee in respect of the net proceeds of sale, as specified in clause 10.2. Any insurance proceeds received by the Lessor shall be applied first in reducing any outstanding portion of such termination sum, any surplus insurance proceeds being paid to the Lessee by way of rebate of rent. 8. 8.1 Return of Equipment At the end of the letting, and unless the Lessee shall have paid the Purchase Option Payment in accordance with clause 3.2, the Lessee shall (at its sole risk, cost and expense) return the Equipment to the Lessor at such address in the United Kingdom as the Lessor may specify in good order, repair and working condition (fair wear and tear excepted), together with all manuals, peripherals and maintenance records, at such address as the Lessor shall direct. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) S M A The Lessee does not pay any amount payable under this Agreement, or under any other agreement between the Lessor and the Lessee, on the relevant Due Date. The Lessee fails to comply with any provision of this Agreement (other than as referred to in paragraph (a) above), provided that no Event of Default will occur if failure to comply is capable of remedy and is remedied within 14 days of the Lessor giving notice to the Lessee or the Lessee becoming aware of the failure to comply. Any representation or statement made by the Lessee in connection with this Agreement is or proves to have been incorrect or misleading. The Lessee fails, after any applicable grace period, to meet any obligation upon it under any finance or other agreement with any third party, or any indebtedness of the Lessee to any party is not paid when due, or any such indebtedness becomes due and payable prior to its specified maturity as a result of an event of default (however described). The Lessee is unable or admits inability to pay its debts as they fall due, suspends making payment on any of its debts or commences negotiations with any creditor with a view to rescheduling any of its indebtedness or the value of the Lessee's assets is less than its liabilities (including contingent and prospective liabilities) or a moratorium is declared in respect of any indebtedness of the Lessee. Any corporate action, legal proceedings or other procedure or step is taken or threatened in relation to: the suspension of payments, a moratorium of any indebtedness, bankruptcy, winding-up, dissolution, administration or reorganisation of the Lessee; a composition, assignment or arrangement with any creditor of the Lessee; the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, administrative receiver or other similar officer in respect of the Lessee or any of its assets; the enforcement of any Security Interest over any asset of the Lessee; or any analogous procedure or step is taken. Any expropriation, attachment, sequestration, distress or execution affects any asset of the Lessee or the Lessor's title or rights in the Equipment are prejudiced or jeopardised. The Lessee ceases or threatens to cease to carry on business or ownership of all or a material part of its assets are transferred to a third party. There occurs a change in the ownership or control of the Lessee from that subsisting at the Commencement Date. It is or becomes unlawful for the Lessee to perform any of its obligations under this Agreement. The Lessee repudiates this Agreement or evidences an intention to do so Any of the events or circumstances set out in this clause 9.1 occur in relation to any person who has given or granted a guarantee, surety or Security Interest to or in favour of the Lessor in respect of the Lessee’s obligations under this Agreement. 9.2 The events specified in clauses 9.1(a),(b) and (c) are fundamental conditions of this Agreement and the occurrence of any such event shall be a breach of condition and constitute a repudiatory breach of this Agreement by the Lessee. 9.3 At any time following the occurrence of an Event of Default, the Lessor may (in addition to any other right or remedy it may have, and notwithstanding any subsequent acceptance by it of any Rental) by notice to the Lessee declare that the letting of the Equipment pursuant to this Agreement shall be immediately terminated whereupon such termination shall immediately take effect.. 10. (a) Following receipt of all amounts due under clause 10.1, and provided that the Lessor has received all other amounts due and payable from the Lessee under all other agreements between the Lessor and the Lessee, the Lessor shall use all reasonable endeavours to sell the Equipment (if recovered) and allowance shall be made to the Lessee in respect of the proceeds of sale (exclusive of VAT and net of any expenses of sale or repossession) paid to the Lessor. Notwithstanding any damage to or loss of the Equipment nor whether the Equipment is useable, the Lessee shall continue to pay the Rental unless and until such time as the letting terminates and all amounts under this Agreement (including any termination sum) have been paid to the Lessor. 9. 9.1 If the letting of the Equipment is terminated under clause 9.3: 10.2 7.5 8.2 10.1 Consequences of Termination P E L SCHEDULE OF EQUIPMENT REF: . This is the Schedule of Equipment referred to in the Agreement between Fineline Media Finance and Agreement No _________________________ Qty Description Serial Numbers SIGNATURE _____________________________ Director, for and on behalf of Signature of Witness _____________________________ Name _____________________________ Address _____________________________ M A _____________________________ _____________________________ Date S _____________________________ E L Lessor’s Signature P ____________________________________ For and on behalf of Fineline Media Finance Date ________________________________ ACCEPTANCE CERTIFICATE Fineline Media Finance Heron House 5 Heron Square Richmond Upon Thames Surrey TW9 1EL Dear Sirs Schedule of Equipment No. We, as Lessee, hereby confirm and certify to you that: E L (i) We have duly received the equipment (the ”Equipment”) specified in the Schedule of Equipment which is attached to an agreement (the “Agreement”) with you which we are about to sign or have already signed. (ii) We agree that the Equipment shall be the subject of the Agreement and that you may proceed to pay the relevant purchase price to the supplier. (iii) We have inspected the Equipment which conforms in all respects with the description contained in the Agreement and which is complete in all respects and is in good working order and condition and is in all respects satisfactory. (iv) We selected the Equipment and confirm that it is acceptable for the particular purpose for which it is required. (v) We shall comply with all safety regulations in respect of the use of the Equipment and have installed suitable safety apparatus and compliances. (vi) We have effected suitable insurance cover in respect of the Equipment in accordance with the terms of the Agreement. (vii) We are satisfied that any necessary software licences are already in place. S M A SIGNATURE _____________________________ Director, for and on behalf of Signature of Witness Name Address _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ Date _____________________________ P IMPORTANT – HOW WE USE YOUR INFORMATION Who we are We are Fineline Media Finance, a trading division of Five Arrows Leasing Limited, a limited company incorporated in England and having a place of business at Heron House, 5 Heron Square, Richmond, Surrey TW9 1EL. - We are part of the N M Rothschild Group, headquartered in the UK. If you would like a list of the other companies in the Group, please see the ‘about us’ section of our website at www.fineline.co.uk, phone us on 020 8334 2100 or write to us at the address above. Where we obtain your information from In considering your application for finance we will check the following records about you and your business partners: 1. Our Own; 2. Personal and business records at credit reference agencies (“CRAs”). When CRAs receive a search from us they will place a search footprint on your business credit file and this may be seen by other lenders that make searches. They supply to us both public (including the electoral register) and shared credit and fraud prevention information; 3. Those at fraud prevention agencies (“FPAs”); 4. If you are a director, we will seek confirmation from CRAs that the residential address that you provide is the same as that shown on the restricted register of directors’ usual addresses at Companies House. An “association” between joint applicants and between you and anyone you tell us is your business partner will be created at CRAs. This will link your financial records, each of which will be taken into account in all future applications by either or all of you. This will continue until one of you successfully files a disassociation at credit reference agencies We may use a credit scoring or other automated decision making system when assessing your application We may monitor and/or record our telephone conversations with you. If you are a joint applicant, you must be sure that you are entitled to disclose information about your joint applicant. We will make checks such as: assessing this application for credit and verifying identities to prevent and detect crime and money laundering. We may also make periodic searches at CRAs and FPAs to manage your account with us. E L How we use your information and who we share it with Credit Reference and Fraud Prevention Information on applications will be sent to CRAs and will be recorded by them. Including information on your business and its proprietors and CRAs may create a record of the name and address of your business and its proprietors if there is not one already. Where you borrow from us, we will give details of your accounts and how you manage it/them to CRAs. If you borrow and do not repay in full and on time, CRAs will record the outstanding debt. This information may be supplied to other organisations by CRAs and FPAs to perform similar checks and to trace your whereabouts and recover debts that you owe. Records remain on file for 6 years after they are closed, whether settled by you or defaulted. If you give us false or inaccurate information and we suspect or identify fraud we will record this and may also pass this information to FPAs and other organisations involved in crime and fraud prevention. Please tell us immediately about any changes to the information you submit in relation to this application. If you have borrowed from us and do not make payments that you owe us, we will trace your whereabouts and recover debts. We and other organisations including Law Enforcement Agencies may access and use (from the UK and from other countries) the information recorded by FPAs to prevent fraud and money laundering, for example, when: - checking details on applications for credit and credit related or other facilities; - managing credit and credit related accounts or facilities; - recovering debt; - checking details on proposals and claims for all types of insurance; or - checking details of job applicants and employees. . For these purposes we or they may make further searches. Although these searches will be added to your record, they will not be shared with others. The CRAs and FPAs will also use the records for statistical analysis about credit and about insurance and fraud. We may also use information about you to carry out market research. Your data may also be used for other purposes for which you give your specific permission or, in very limited circumstances, when required by law or where permitted under the terms of the Data Protection Act 1998. You can contact the CRAs currently operating in the UK; the information they hold may not be the same so it is worth contacting them all. They will charge you a small statutory fee. - CallCredit, Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call 0870 060 1414 - Equifax PLC, Credit File Advice Centre, PO Box 3001, Bradford, BD1 5US or call 0870 010 0583 or log on to www.myequifax.co.uk - Experian, Consumer Help Service, PO Box 8000, Nottingham NG80 7WF or call 0844 481 8000 or log on to www.experian.co.uk S M A P Sharing your information We may also share your information with: - our agents and data processors who provide a service to us and you; - the supplier of the Goods; - anyone who provides maintenance of the Goods or agrees to buy them from you or us; - anyone who introduced you as a customer to us; - your insurers; - other companies in the N M Rothschild Group; and any person or business (and their advisers) who might take over our rights or responsibilities under our finance agreement with you to allow them to prepare for taking these over and after that, we may allow that person or business to use and share your information on the same basis as us. If you do not wish us to share information with any of the parties referred to in this section, apart from where a person or business takes over our rights and responsibilities under the finance agreement, please write to Fineline Media Finance at the address shown above in the section headed “Who We Are” or by ticking this box [ ] Your rights to information You have a right to receive a copy of the information we hold about you if you apply in writing. You will need to pay a fee. If you want to receive details of the fraud prevention agencies we get information from and record information about you with, please contact us. You have a legal right to see these details. SIGNATURE __________________________________ Director, for and on behalf of Date E L ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------INSTRUCTION TO YOUR BANK or BUILDING SOCIETY TO PAY BY DIRECT DEBITS P Please complete Parts 1 to 4 to instruct your Bank/Building Society to make payments directly from your account. Then return the form to: Five Arrows Leasing Limited, Heron House, 5 Heron Square, Richmond upon Thames, Surrey TW9 1EL. IDENTIFICATION NUMBER: ORIGINATOR’S REFERENCE: 1. To: The Manager S Postcode 2. Name of account holder 3. Account Number M A 4. Sort Code Instruction to your Bank or Building Society Please pay Five Arrows Leasing Limited Direct Debits from the account detailed in this instruction subject to the safeguards Bank/Building Society assured by the Direct Debit Guarantee. I understand that this Instruction may remain with Five Arrows Leasing Limited and, if so, details will be passed electronically to my Bank/Building Society. Signature(s) Date Bank/Building Societies may decline to accept instructions to pay Direct Debits from some types of accounts. This Guarantee should be detached and retained by the Payer THE DIRECT DEBIT GUARANTEE • • • • This Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits. If there are changes to the amount, date or frequency of your Direct Debit Five Arrows Leasing Limited will notify you 10 working days in advance of your account being debited or as otherwise agreed. If you request Five Arrows Leasing Limited to collect a payment, confirmation of the amount and date will be given to you at the time of the request If an error is made in the payment of your Direct Debit by Five Arrows Leasing Limited or your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society If you receive a refund you are not entitled to, you must pay it back when Five Arrows Leasing Limited asks you to • You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please also notify us.
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