MASTER LEASE AGREEMENT
MASTER LEASE AGREEMENT NO. 8903MAG366, dated as of March 30, 1989 between
American Finance Group, a Massachusetts general partnership having a principal
place of business and address for purposes of notice hereunder at Exchange
Place, Boston, Massachusetts 02109, Attention: Manager, Lease Financing Group,
as Lessor, and The Kendall Company, a Delaware corporation having a principal
place of business and address for purposes of notice hereunder at One Federal
Street, Boston, MA 02110 Attention: Vice President, Finance.
1. MASTER LEASE.
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This Master Lease Agreement sets forth the terms and conditions that govern
the lease by Lessor to Lessee of items of Equipment specified on Rental
Schedules executed and delivered by the parties from time to time. Each Rental
Schedule incorporates by reference this Master Lease Agreement and specifies
the Lease Term, the amount of Basic Rent, the Payment Dates on which Basic Rent
is due, and such other information and provisions as Lessor and Lessee may
agree. Each Rental Schedule constitutes a separate and independent lease.
2. LEASE TERM. LESSEE'S RIGHT TO QUIET ENJOYMENT.
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Each Rental Schedule is for a non-cancellable Lease Term commencing on the
date of acceptance of the Equipment for lease and ending on the Expiration Date
specified on such Rental Schedule. Lessee cannot, for any reason, terminate the
Rental Schedule or suspend payment or performance of any of its obligations
thereunder. Subject to there being no Event of Default under the Rental
Schedule, Lessee will have quiet possession and use of the Equipment throughout
the Lease Term, and Lessor shall defend and protect such quiet possession and
use against all persons claiming by, through or under Lessor.
3. BASIC RENT. NET LEASE. LESSEE'S INDEMNITY. NO WARRANTIES BY LESSOR.
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Basic Rent is payable in the amount specified on the Rental Schedule. All
payments of Basic Rent shall be made to Lessor in good funds on the Payment
Dates specified in the Rental Schedule. If payment is to be made by check, the
Lessee will mail the check at least four (4) days before the Payment Date.
Lessor will exercise its best efforts to invoice Lessee thirty (30) days prior
to each Payment Date. Failure to provide timely invoices will not relieve
Lessee of its obligation to pay Basic Rent on the Payment Date. Basic Rent is
net of, and Lessee agrees to pay, and will indemnify and hold Lessor and any
assignee of Lessor harmless from and against, all costs (including, without
limitation, maintenance, repair and insurance costs), claims (including claims
of product liability or strict liability in tort), losses or liabilities
relating to the Equipment or its use that are incurred by or asserted against
Lessee, any permitted sublessee of Lessee, Lessor or any assignee of Lessor and
arise out of matters occurring prior to the return of the Equipment to the
extent not caused or contributed to by the negligence or willful misconduct of
Lessor or its assignee. Lessee agrees to defend all claims through counsel
acceptable to Lessor. The Rental Schedule is a triple net lease. Lessee's
obligations are not subject to defense, set-off, abatement or recoupment, and
Lessee waives all rights to terminate or surrender the Rental Schedule, for any
reason, including, without limitation, defect in the Equipment or nonperformance
by Lessor, provided, however, that Lessee specifically retains the right to seek
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recourse against Lessor by way of separate action either at law or in equity in
the
event of nonperformance by Lessor under the Rental Schedule. LESSOR HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR
PURPOSE. Lessor will assign to Lessee all manufacturer or vendor warranties and
will cooperate with Lessee in asserting any claims under such warranties.
Lessee acknowledges that this Rental Schedule has been entered into on the
basis that Lessor shall be entitled for federal and state income tax purposes
(i) to claim the deductions for depreciation on the total original cost of the
Equipment pursuant to the Accelerated Cost Recovery System under Section 168 of
the Internal Revenue Code of 1986, as amended ("Code") or for state income
tax purposes, any other depreciation deduction method that is permitted by
certain state law; and (ii) to claim under Section 163 of the Code a tax
deduction for the full amount of any interest paid by Lessor or accrued under
Lessor's method of tax accounting on any indebtedness secured by the Equipment
(hereinafter referred to collectively as the "Tax Benefits"). Lessee agrees to
fully indemnify Lessor for any loss, disallowance, unavailability or recapture
of the Tax Benefits as a result of any of the following acts or omissions by
Lessee, any sublessee, or any other person authorized by the Lessee to use or
maintain the Equipment:
(a) Any untrue or misleading statement contained in this Rental Schedule
or in the Master Lease Agreement or any other document furnished hereunder with
respect to the Equipment, the Lease, the Lessee or any sublessee;
(b) Any relocation of the Equipment to a place outside the United States;
(c) Any attempt by Lessee to sublease the Equipment to a tax exempt entity
or other conversion of the Equipment to "tax-exempt use property" within the
meaning of Section 168(h) of the Code; or
(d) Any conversion of the Equipment to personal use or other use of the
Equipment that would cause it to cease to qualify as "section 38 property"
within the meaning of Section 48(a) of the Code.
If Lessor shall lose, shall not have the right to claim, or if there shall
be disallowed or recaptured, all or any portion of such Tax Benefits as a result
of the foregoing enumerated acts or omissions, Lessee shall pay to Lessor as
additional rent (a) an amount equal to the value, determined at the highest
marginal tax rate on a present value basis discounted at the Lessor's then
current cost of funds, of the Tax Benefits so disallowed or made unavailable
plus (b) all interest, penalties, or additions to tax resulting from such loss,
disallowance, unavailability or recapture of any of the foregoing, plus (c) all
taxes required to be paid by the Lessor, its successors, assigns, or affiliates
under any federal, state and local law upon receipt of any of the
indemnifications set forth in this Section.
4. USE AND LOCATION OF EQUIPMENT. MAINTENANCE AND REPAIRS. NO LIENS.
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NO ASSIGNMENT BY LESSEE. LESSEE'S RIGHT TO SUBLEASE.
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The Equipment is to be used exclusively by Lessee in the conduct of its
business, only for the purposes for which it was designed and in compliance with
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all applicable laws, rules and regulations. Lessee will obtain and maintain all
necessary licenses, permits and approvals. The Equipment is not to be removed
from the location specified on the Rental Schedule except upon prior written
notice to Lessor, and in no event may the Equipment be moved to a location
outside the continental United States. Lessee will effect all maintenance and
repairs necessary to keep the Equipment in good and efficient operating
condition and appearance, reasonable wear and tear excepted. All maintenance and
repairs will be made in accordance with the manufacturer's recommendations and
by authorized representatives of the manufacturer or by persons of equal skill
and knowledge whose work will not adversely affect any applicable manufacturer's
or vendor's warranty. Lessee will keep the Equipment and its interest therein
free and clear of all liens and encumbrances other than those created by Lessor
or arising out of claims against Lessor and not related to the lease of the
Equipment to Lessee. The Rental Schedule may not be assigned by Lessee. Lessee
may sublease the Equipment only upon prior written notice to Lessor, in which
notice Lessee represents and warrants to Lessor that such sublease is for a term
not longer than the related Lease Term, is not made to a tax-exempt entity or
governmental agency, is specifically made subject to the prior rights of Lessor
and its assignees under the Rental Schedule, does not create any obligation on
the part of Lessor in favor of such sublessee and does not relieve Lessee of any
of its obligations under the Rental Schedule including, without limitation,
Lessee's obligations with respect to (a) the payment of Basic Rent and other
sums due or to become due, (b) use and maintenance of the Equipment and (c)
provisions for the return of the Equipment at the expiration of the Lease Term.
5. LOSS, DAMAGE OR DESTRUCTION OF EQUIPMENT.
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Lessee will bear all risk of loss with respect to the Equipment during the
Lease Term and until the Equipment is returned to Lessor. Lessee will notify
Lessor promptly in writing if any item of Equipment is lost, stolen,
requisitioned by a governmental authority or damaged beyond repair (each a
"Casualty"), describing the Casualty in reasonable detail, and will promptly
file a claim under appropriate policies of insurance. Lessee may, with the prior
written consent of Lessor, replace the Equipment suffering a Casualty with
similar items of at least equal value and utility. If Lessee does not replace
the Equipment, Lessee will pay to Lessor on the next Payment Date following the
Casualty, in addition to Basic Rent and other sums due on that date, an amount
equal to the greater of the Casualty Value specified on the Rental Schedule or
the fair market value of such Equipment. The Rental Schedule, solely as it
relates to the Equipment suffering the Casualty, will terminate and ownership of
the Equipment suffering the Casualty, including all claims for insurance
proceeds or condemnation awards, will pass to Lessee upon receipt of such
payment by Lessor. The fair market value of the Equipment will be determined by
agreement of Lessee and Lessor, or, if the parties cannot agree, by an
independent equipment appraiser of nationally recognized standing, selected by
Lessee among a list of three such appraisers recommended by Lessor. The cost of
appraisal will be shared equally by Lessee and Lessor.
6. TAXES AND FEES.
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Lessee agrees to prepare and file all required returns or reports and to
pay all sales, gross receipts, personal property and other taxes (including
highway use
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and vehicle excise taxes, where applicable), fees, interest, fines or penalties
imposed by any governmental authority relating in any way to the Equipment,
including any documentary, stamp or recordation taxes assessed in connection
with the financing of Lessor's purchase of the Equipment and excepting only
taxes imposed upon the net income of Lessor. Notwithstanding the foregoing,
Lessor will report and pay all use taxes and Lessee will pay to Lessor, on each
Basic Rent Payment Date, as additional rent, an amount equal to the use taxes
attributable to that payment of Basic Rent. If any item of Equipment is located
in a taxing jurisdiction that does not allow Lessee to report and pay personal
property taxes directly, Lessee will prepare an appropriate tax return to be
delivered, together with funds equal to the taxes Lessee claims are due on such
return, to Lessor not less than ten (10) days prior to the date such taxes are
due.
7. INSURANCE.
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Lessee agrees to maintain policies of insurance on the Equipment in
amounts, against risks and on terms and conditions applicable to other equipment
owned or leased by Lessee and similar to the Equipment. Such insurance will at
a minimum include (i) physical damage and theft insurance in an amount at least
equal to the greater of the Casualty Value set forth on the Rental Schedule or
the fair market value of the Equipment and (ii) comprehensive liability
insurance in the amount of at least $2,500,000 per occurrence, in each case with
deductibles not in excess of $100,000. All policies (A) are to be maintained
with insurers acceptable to Lessor; (B) are to name Lessor and its assignees as
loss payees with respect to physical damage and theft and as additional insureds
with respect to liability, as their interests may appear; and (C) are to provide
that they may not be altered or cancelled except upon thirty days prior written
notice to Lessor and each of Lessor's assignees named as additional insured and
loss payee. Lessee agrees to deliver to Lessor such certificates of insurance as
Lessor may, from time to time, request. Lessor may hold any physical damage and
theft insurance proceeds as security for Lessee's performance of its obligations
with respect to the Equipment on behalf of which the proceeds were paid and the
payment of all Basic Rent and other sums then due and unpaid under the Rental
Schedule and will pay such proceeds over to Lessee only upon receipt of
satisfactory evidence thereof or apply such proceeds directly toward
satisfaction of such obligations.
8. FINANCIAL STATEMENTS. INSPECTION. REPORTS.
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Lessee will provide to Lessor, when available, copies of Lessee's annual
audited balance sheet, profit and loss statement and statement of changes in
financial condition, and, if generally available to Lessee's Lenders, quarterly
unaudited balance sheet and profit and loss statement, all prepared in
accordance with generally accepted accounting principles, consistently applied.
If Lessee's obligations are guaranteed by any other party, then Lessee will also
provide similar financial information with respect to the Guarantor. Lessor may
from time to time, upon reasonable notice and during Lessee's normal business
hours, inspect the Equipment and Lessee's records with respect thereto and
discuss Lessee's financial condition with knowledgeable representatives of
Lessee. Lessor will not disclose or use to its advantage proprietary information
acquired orally, in writing or in observation in the course of any such
inspection. Lessee will, if requested, provide a report on the condition of the
Equipment, a record of its maintenance and
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repair, a summary of all items suffering a Casualty, a certificate of no default
or such other information or evidence of compliance with Lessee's obligations
under the Rental Schedule as Lessor may reasonably request.
9. AGREEMENT FOR LEASE ONLY. IDENTIFICATION MARKS. FINANCING STATEMENTS.
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FURTHER ASSURANCES.
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Each Rental Schedule is intended to be a true lease and not a lease in the
nature of a security agreement. Lessee will affix to the Equipment all notices
of Lessor's ownership of the Equipment furnished by Lessor. Lessee will
promptly execute and deliver and Lessor may file Uniform Commercial Code
financing statements or other similar documents notifying the public of Lessor's
ownership of the Equipment. Lessee agrees to promptly execute and deliver to
Lessor such commercially reasonable documents or other assurances, and to take
such further action, including obtaining landlord and mortgagee waivers, as
Lessor may from time to time reasonably request in order to establish and
protect the rights and remedies created by the Rental Schedule.
10. LATE PAYMENT CHARGES. LESSOR'S RIGHT TO PERFORM FOR LESSEE.
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A Late Payment Charge equal to (A) the greater of 2% per annum above the
debt rate charged to Lessor in connection with the financing of its purchase of
the Equipment or 2% per annum above the prime or base lending rate of The First
National Bank of Boston, as announced from time to time, or (B) if less, the
highest rate not prohibited by law, will accrue on any sum not paid when due for
each day not paid. If Lessee fails to duly and promptly pay or perform any of
its obligations hereunder, Lessor may itself pay or perform such obligations for
the account of Lessee without thereby waiving any default and Lessee will pay to
Lessor, on demand and in addition to Basic Rent, an amount equal to all sums so
paid or expenses so incurred, plus a Late Payment Charge accruing from the date
such sums were paid or expenses incurred by Lessor.
11. LESSEE'S OPTIONS UPON LEASE EXPIRATION.
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Lessee has the option at the expiration of the Lease Term, exerciseable
with respect to all, but not less than all, items of Equipment leased pursuant
to Rental Schedules having the same Expiration Date, (i) to return the Equipment
to Lessor, (ii) to renew the Rental Schedule at fair rental value for a Renewal
Term the length of which shall be determined by agreement of Lessee and Lessor
or (iii) to purchase the Equipment for cash at its then fair market value.
Lessee agrees to provide Lessor written notice of its decision to purchase the
Equipment or renew the Rental Schedule not less than 90 days prior to the
Expiration Date. If Lessee fails to give Lessor 90 days written notice, the
Lease Term may, if requested by Lessee and at Lessor's option, be extended and
continue until 90 days from the date Lessor receives written notice of Lessee's
decision to purchase the Equipment or renew the Rental Schedule. Fair market
value, fair rental value and useful life will be determined by agreement of
Lessor and Lessee, or if the parties cannot agree, by an independent equipment
appraiser selected by Lessee among a list of three such appraisers recommended
by Lessor. The cost of an appraisal will be shared equally by Lessor and
Lessee. At the expiration of the Lease Term or any extension or renewal thereof,
Lessee will, at its expense, assemble, pack, and crate the
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Equipment, all in accordance with manufacturer's recommendations, if any, and
deliver it by common carrier, freight and insurance prepaid, to a place to be
designated by Lessor within a 500 mile radius of the then-location of the
Equipment. All packaging will include related maintenance logs, operating
manuals, and other related materials and will be clearly marked so as to
identify the contents thereof. The Equipment will be returned in good and
efficient operating condition and appearance, reasonable wear and tear excepted,
and eligible for manufacturer's maintenance, if available, free of all Lessee's
markings and free of all liens and encumbrances other than those created by
Lessor or arising out of claims against Lessor and not related to the lease of
the Equipment to Lessee. Lessor may, but is not required to, inspect the
Equipment prior to its return. If, upon inspection, Lessor determines that the
condition of any item of Equipment does not conform to the minimum requirements,
Lessor will promptly notify Lessee of such determination, specifying the repairs
or refurbishments needed to place the Equipment in the minimum acceptable
condition. Lessor may, at its option, either require Lessee to effect such
repairs or itself promptly effect such repairs. Lessor may re-inspect the
Equipment and require further repairs as often as necessary until the Equipment
is placed in acceptable condition. In either case, all costs will be paid by
Lessee. The Rental Schedule shall continue in full force and effect and Lessee
shall continue to pay Basic Rent through and including the date on which the
Equipment is accepted for return by Lessor. Lessor's determination regarding
Equipment condition must be reasonable and made in good faith, and Lessee shall
be entitled to refute Lessor's adverse determination by a report of a qualified
independent equipment inspector. Lessor may elect to obtain another report of a
qualified independent equipment inspector and, if Lessee's and Lessor's
inspectors cannot agree on Lessee's compliance with the return conditions set
forth in this Section, then the two inspectors shall select a third, whose
determination shall be binding.
12. LESSEE'S REPRESENTATIONS AND WARRANTIES.
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Lessee represents, warrants and certifies as of the date of execution and
delivery of each Rental Schedule as follows:
(a) Lessee is duly organized, validly existing and in good standing under the
laws of the state of its incorporation, with full power to enter into and to pay
and perform its obligations under the Rental Schedule and this Master Lease
Agreement as incorporated therein by reference, and is duly qualified and in
good standing in all other jurisdictions where its failure to so qualify would
adversely affect the conduct of its business or the performance of its
obligations under or the enforceability of the Rental Schedule;
(b) the Rental Schedule, this Master Lease Agreement and all related documents
have been duly authorized, executed and delivered by Lessee, are
enforceable against Lessee in accordance with their terms except as such
enforcement may be limited by laws of general application affecting
creditors' rights and do not and will not contravene any provisions of or
constitute a default under Lessee's organizational documents or its By Laws
or constitute a material default under any agreement to which it is a party
or by which it or its property is bound, or any law, regulation or order of
any governmental authority;
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(c) Lessor's right, title and interest in and to the Rental Schedule, this
Master Lease Agreement and the Equipment and the rentals therefrom will not
be affected or impaired by the terms of any agreement or instrument by
which Lessee or its property is bound;
(d) no approval of, or filing with, any governmental authority or other person
is required in connection with Lessee's entering into or the payment or
performance of its obligations under the Rental Schedule or this Master
Lease Agreement as incorporated therein by reference;
(e) there are no suits or proceedings pending or, to the best of Lessee's
knowledge after due inquiry, threatened before any court or governmental
agency against or affecting Lessee which, if decided adversely to Lessee,
would materially adversely affect Lessee's business or financial condition
or its ability to perform any of its obligations under the Rental Schedule
or this Master Lease Agreement as incorporated therein by reference; and
(f) there has been no material adverse change to Lessee's financial condition
since the date of its most recent financial statement.
13. EVENTS OF DEFAULT, LESSOR'S REMEDIES ON DEFAULT.
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Each of the following events constitutes an Event of Default:
(a) default in the payment of any amount when due under the Rental Schedule
continuing for a period of five business days after Lessee's receipt of
written notice of such non-payment;
(b) default in the observance or performance of any other covenant,
condition or agreement to be observed or performed by Lessee under the
Rental Schedule and this Master Lease Agreement as incorporated therein by
reference, continuing for more than 30 days after written notice thereof,
unless Lessee shall be diligently proceeding to cure such default and such
default does not subject the Equipment to forfeiture, in which event,
Lessee shall have 60 days from the date of notice in which to cure such
default;
(c) any representation or warranty made by Lessee herein or in the Rental
Schedule or this Master Lease Agreement as incorporated therein by
reference or in any document or certificate furnished in connection
herewith shall at any time prove to have been materially incorrect when
made;
(d) any attempt by Lessee, without Lessor's prior written consent, to
assign the Rental Schedule, to make any unauthorized sublease of the
Equipment or to transfer possession of the Equipment;
(e) Lessee or, if Lessee's obligations are guaranteed by any other party,
any Guarantor (A) ceases doing business as a going concern; (B) makes an
assignment for the benefit of creditors, admits in writing its inability to
pay its debts as they mature or generally fails to pay its debts as they
become due; (C) initiates any voluntary bankruptcy or insolvency
proceeding; (D) fails to
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obtain the discharge of any bankruptcy or insolvency proceeding initiated
against it by others within 60 days of the date such proceedings were
initiated; (E) requests or consents to the appointment of a trustee or
receiver; or (F) a trustee or receiver is appointed for Lessee or any
Guarantor or for a substantial part of Lessee's or any Guarantor's
property; or
(f) Lessee shall not return the Equipment or shall not return the Equipment
in the required condition at the expiration of the Rental Schedule or any
extension or renewal thereof.
Upon the occurrence of an Event of Default, Lessor may, without notice to
Lessee, declare the applicable Rental Schedule in default and may exercise any
of the following remedies:
I. at Lessor's option, and in its sole discretion either:
(a) declare all Basic Rent and other sums due or to become due under the
Rental Schedule immediately due and payable, and sue to enforce the payment
thereof; or
(b) receive from Lessee (and sue to enforce the payment thereof), as
liquidated damages for loss of the bargain and not as a penalty, and in
addition to all accrued and unpaid Basic Rent and other sums due under the
Rental Schedule, an amount equal to the greater of (A) the Casualty Value
set forth on the Rental Schedule calculated after the last payment of Basic
Rent actually received by Lessor or (B) the fair market value of the
Equipment as of the date of default determined by an appraiser selected by
Lessor;
plus, in either case, interest thereon at the Late Payment Charge rate from
the date of default until the date of payment, and, after receipt in good
funds of the sums described above, Lessor will, if it has not already done
so, terminate the Rental Schedule and convey to Lessee all of its right,
title and interest in and to the Equipment, as is, where is and with all
faults, without recourse and without warranty; and
II. In the event that Lessor has not been paid in full the stipulated damages
elected above, Lessor may
(a) proceed by appropriate court action either at law or in equity to
enforce performance by Lessee of the covenants and terms of the Rental
Schedule or to recover the stipulated damages elected pursuant to
subsection I, above; and
(b) terminate the Rental Schedule by written notice to Lessee, whereupon
all right of Lessee to use the Equipment will immediately cease and Lessee
will forthwith return the Equipment to Lessor in accordance with the
provisions hereof; and
(c) repossess the Equipment (unless the Equipment has been returned to
Lessor promptly in accordance with subsection II(b) above) and, without
notice to Lessee, dispose of it in a reasonable commercial manner by
private or public, cash or credit sale or by lease to a different lessee,
in all events free and
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clear of any rights of Lessee (and for this purpose Lessee hereby grants to
Lessor and its agents the right to enter upon the premises where the
Equipment is located and to remove the Equipment therefrom and Lessee
agrees not to interfere with the peaceful repossesion of the Equipment) and
pay over to Lessee, as, when and if received, proceeds from the disposition
of the Equipment, net of the costs and expenses described below in
paragraph (d), to the extent that Lessee has paid Lessor stipulated
damages; and
(d) recover from Lessee all costs and expenses arising out of Lessee's
default, including, without limitation, reasonable expenses of
repossession, storage, appraisal, repair, reconditioning and disposition of
the Equipment and reasonable attorneys' fees and expenses.
Lessor's remedies are cumulative and not exclusive except as stated herein,
and are in addition to all remedies at law or in equity. No failure by Lessor
to declare a default shall constitute a waiver of such default or restrict
Lessor's ability to declare a default at a later date.
14. ASSIGNMENT BY LESSOR.
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Lessor may at any time and from time to time sell, transfer or grant
liens on the Equipment, and assign, as collateral security or otherwise, its
rights in the Rental Schedule and this Master Lease Agreement as incorporated
therein by reference, in each case subject and subordinate to Lessee's rights
thereunder, without notice to or consent by Lessee. Lessee acknowledges that
Lessor may assign the Rental Schedule to a Lender in connection with the
financing of its purchase of the Equipment and agrees, in the event of such
assignment, to execute and deliver a Rent Assignment Letter acknowledging that
the Lender has (and may exercise either in its own name or in the name of
Lessor) all of the rights, privileges and remedies, but none of the
obligations, of Lessor under the Rental Schedule; waiving for the benefit of
the Lender (but not Lessor) any defense, set-off, abatement, reduction or
recoupment that Lessee may have against Lessor; and agreeing to make all
payments of Basic Rent and other sums due under the Rental Schedule to the
Lender or as the Lender may direct. Lessee also agrees to deliver opinions of
counsel, insurance certificates and such other documents as Lessor may
reasonably request for the benefit of the Lender in connection with the
collateral assignment of the Rental Schedule.
15. NOTICE. GOVERNING LAW. EXECUTION IN COUNTERPARTS.
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All notices required hereunder shall be effective upon receipt in writing
delivered by hand or by other receipt-acknowledged method of delivery at the
address first above written. This Master Lease Agreement and the Rental
Schedule shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts. This Master Lease Agreement and the Rental
Schedule may be executed in multiple counterparts all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Lease
Agreement to be executed and delivered by their duly authorized representatives
as of the date first above written.
AMERICAN FINANCE GROUP THE KENDALL COMPANY
By: [SIGNATURE APPEARS HERE] By: [SIGNATURE APPEARS HERE]
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Title: Vice President Title: Treasurer
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Date: March 30, 1989 Date: March 30, 1989
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