Bowman Leasing Credit Application 1-800-635-6733 RETURN TO MAIN SITE NATIONWIDE TRAILER LEASING TERMS AND CONDITIONS OF THE LEASE AGREEMENT (the “Lease”) BOWMAN SALES AND EQUIPMENT, INC 10233 GOVERNOR LANE BLVD WILLIAMSPORT, MD 21795 TERMS AND CONDITIONS OF THE LEASE AGREEMENT (the “Lease”) Lessor hereby leases the equipment (the “Equipment”) identified on the face page of the Lease to Lessee, and Lessee hereby leases the Equipment from Lessor, subject to the following terms and conditions. 1. TERM. The Lease shall commence on the Lease Start Date. The term of the Lease (the “Lease Term”) shall include the Minimum Term and any extensions thereto permitted by Lessor or required hereunder. The Lease Term shall renew automatically on a month-to-month basis, subject to termination on the expiration of the Minimum Term upon ten (10) business days’ prior notice, except as otherwise provided in the Lease. 2. DELIVERY Lessee shall accept the Equipment delivered by Lessor at the Delivery/Stored Location set forth on the face page of the Lease, or shall accept the Equipment at the Acceptance Location if the Equipment is to be picked up by Lessee or its agent. Delivery shall be deemed effective upon (a) delivery by Lessor or its agent at the Delivery/Stored Location. or (b) pick-up by Lessee or its agent at the Acceptance Location. Upon delivery, the Equipment shall comply with all applicable federal safety standards in effect at the manufacture date of the Equipment. Equipment availability and delivery may be subject to delay, and Lessor shall have no liability therefore. Lessee shall provide free and clear access for delivery and pick-up of the Equipment by standard mobile transport vehicles. Lessee shall provide firm and level ground for safe and unobstructed installation of the Equipment. Site selection shall be Lessee’s sole responsibility, and Lessor shall have no liability for damage or injury due to site conditions. Lessee shall have sole responsibility for tie-down and bracing unless Lessor has agreed herein to perform such services. 3. MAINTENANCE. At its sole expense, Lessee shall maintain the Equipment in the same condition as when delivered, normal wear and tear excepted, and shall make all repairs and replacements in compliance with manufacturers standards and Service Bulletins relating thereto, using only new parts. Lessee shall not charge Lessor for any expense absent Lessor’s written consent. 4. USE AND OPERATION. Lessee warrants that: (a) Lessee shall comply; and shall cause all other persons using the Equipment to comply, with loading limitations provided by the manufacturers of the Equipment and shall prevent excessive and undue impact and concentrated loading on the Equipment (b) Lessee shall not, and shall cause all other persons using the Equipment not to use or permit the Equipment to be used in any manner which would deprive Lessor of the benefit of any insurance coverage and the Equipment (c) Lessee shall comply, and shall cause all other persons using the Equipment to comply, with the terms and conditions of the Lease and all current and future codes, statutes, regulations, rules, ordinances and orders including, without limitation, environmental codes, statutes, regulations, rules, ordinances and orders of any governmental or quasi-governmental entity and all current and future service bulletins of the manufacturers of the Equipment affecting the use, operation or maintenance of the Equipment (collectively “Applicable Laws”) and (d) upon request, Lessee shall disclose to Lessor the location of the Equipment. 5. HAZARDOUS MATERIALS. Lessee shall neither store in or on the Equipment nor transport any dangerous or hazardous substances or materials such as, without limitation, contaminants, pollutants, chemicals, deleterious substances, industrial, medical, toxic or hazardous wastes or substances, explosives or flammable or radioactive materials (collectively “Hazardous Materials”) except as permitted in writing by Lessor and subject to and in compliance with the Applicable Laws. If Lessor determines that Lessee has used the Equipment for such purposes without such permission by Lessor or without complying with the Applicable Laws, Lessor, in its sole discretion, may require Lessee to purchase the Equipment at 115% of the Equipment’s fair market value on the Lease Start Date, as determined by Lessor and based on the value that would be obtained in an arm’s-length transaction between an informed and willing buyer (other than a lessee in possession or a dealer of similar used equipment) and an informed and willing seller under no compulsion to sell (“FMV”). If the Equipment is damaged, contaminated, stained, soiled or tainted as a result of storing or transporting Hazardous Materials or any other substances, Lessee shall, at Lessee’s sole expense, promptly restore the Equipment to its condition on the Lease Start Date and, if decontaminated, provide proof of such decontamination including, without limitation methodology and pre and post decontamination sampling results. Lessor, in its sole discretion and at Lessee’s sole cost may have the Equipment inspected and tested prior to return for any Hazardous Substance by any inspector of Lessor’s choosing. If Lessee fails to restore any damaged, contaminated, stained, soiled or tainted Equipment within 7 business days of Lessor’s demand therefore, Lessor may at its sole discretion (a) require Lessee to purchase the Equipment at 100% of such Equipment’s FMV on the Lease Start Date or (h) restore the Equipment and invoice Lessee for costs incurred. 6. INDEMNIFICATION. Lessee shall indemnify and hold Lessor harmless from: any claim. proceeding, judgement or order (judicial or administrative), prior claim, lien, hypothec, security interest, liability, loss (including, without limitation, loss of profit), or damage (including, without limitation, indirect, incidental or consequential), cost, expense or disbursement (including, without limitation, for any disposal, remediation or corrective action), penalty or fine, or forfeiture or seizure (collectively, “Damages”) the Lessor may sustain or be subjected to as a result of, directly or indirectly (a) any damage to or loss of the Equipment due to any cause, including, without limitation, collision, fire, lighting, theft, explosion, flood, windstorm or Act of God; (b) any injury to or death of, or damage to the property, including cargo of any third person as a result in whole or in part of the use or condition of the Equipment (c) in whole or part, from the use or condition, actual or alleged, of the Equipment or the failure, actual or alleged, of Lessee to use and maintain the Equipment as provided under the Lease and in compliance with any Applicable Laws; and (d) any services rendered, work performed or materials supplied in the operation or maintenance of the Equipment, unless, in each case, the Damages result exclusively from Lessor’s gross negligence or willful misconduct. 7. INSURANCE. Customer shall at its sole cost and expense procure, and keep in full force and effect from the initial Vehicle Delivery Date until the return of all Vehicles, valid and pre-paid Commercial Auto Liability insurance and Commercial Auto Physical Damage or Trucker’s Liability Insurance and Trucker’s physical damage policies satisfactory to Lessor with coverage for: (a) hired auto (trailers) for bodily injury and property damage liability with a minimum combined single limit of two million dollars ($2,000,000) per occurrence with Lessor named as additional insured or, if any Vehicle is used to haul or store acceptable hazardous materials, a minimum combined single limit of seven million dollars ($7,000,000) per occurrence with Lessor added as a named additional insured, and either an Environmental Impairment Liability or Pollution Liability endorsement equal to the combined single limit per occurrence or a separate policy for Environmental Impairment Liability or Pollution Liability with a minimum combined single limit of seven million ($7,000,000) per occurrence with Lessor added as a named additional insured. (b) hired autos (trailers) for physical damage providing collision and comprehensive coverage with limits equal to the SLV of the Vehicles with Lessor named as loss payee; and © Commercial General Liability for contractual liability coverage for hold harmless agreements with a minimum combined single limit of two million dollars ($2,000,000) per occurrence with Lessor named as additional insured. If the Vehicles are used solely for stationary storage of nonhazardous materials , Customer may provide only the coverage set forth in subparagraph © above if the Vehicles are used solely for stationary storage of acceptable hazardous materials Customer may provide only the coverage set forth in subparagraphs (b) and © with a combined single limit of seven million dollars ($7,000,000) per occurrence with Lessor named as additional insured and either an Environmental Impairment Liability or Pollution Liability endorsement equal to the combined single limit per occurrence, or a separate policy for Environmental Impairment Liability or Pollution Liability with a minimum combined single limit of seven million ($7,000,000) per occurrence with Lessor named as additional insured. All third party liability policies referenced above shall name Lessor an additional insured. All policies required herein shall require a thirty (30) day prior written notice of cancellation or material change to Lessor and shall contain a loss payable clause in favor of Lessor irrespective of any breach of warranty or other act or omission of Customer. Customer shall provide Lessor with prompt written notification of any accident or other event involving any Vehicle that may give rise to claims against Lessor. customer shall deliver to Lessor valid certificates of insurance evidencing that the required insurance coverage is in compliance with this Section 10. The first such certificate shall be delivered within 21 days of the initial Vehicle Delivery Date and thereafter a renewal certificate shall be delivered prior to expiration of the then outstanding certificate. Failure by Lessor to demand or collect any such certificate shall not waive its rights under this Section 7 or any other provision of this Agreement. Customer hereby appoints Lessor as Customer’s attorney-in-fact to make proof of loss and claim for insurance, and to make adjustments with insurers and to receive payment of and execute or endorse all documents, checks or drafts in connection with insurance payments. Lessor shall not act as Customer’s attorney-in-fact unless Customer is in default of this Agreement. 8. VEHICLE PROTECTION PLAN. If Lessee accepts the Vehicle Protection Plan (“VPP”) by initialing the appropriate section on the front of this Lease and pays all required charges as set forth in this agreement, Lessee shall not be liable to Lessor for loss or damage to the Equipment arising from collision and upset and/or the specified perils of fire, lighting, hail, windstorm, explosion (excluding explosion due to rupture, bursting or swelling of materials stored in the Equipment), theft, vandalism, sinkhole collapse, volcanic action, or roof damage from falling objects, in excess of the VPP Deductible noted on the front of the Lease, unless such loss or damage arises from non-compliance with Lessee’s obligations under the Lease, and Lessee shall not be required to provide comprehensive insurance coverage for physical damage to the Equipment. The VPP shall not be applicable to and the following are excluded; (a) tire and/or wheel theft unless the Equipment is stolen; (b) tire damage unless the tires are damaged as a result of collision; (c) unlawful use or operation; (d) Equipment upset due to load shift or improper loading and operation; (e) floor damage resulting from improper loading or unloading of the Equipment; (f) damage caused by hauling of hazardous or Ultrahazardous Materials; (g) sublet of the Equipment or assignment of this Agreement to another party without the Lessor’s written consent; (h) failure to properly maintain the Equipment during the lease term; (i) alterations to the Equipment by the Lessee; (j) use of the Equipment by unauthorized, unlicensed or improperly licensed drivers. Lessee shall indemnify and hold Lessor harmless from and against all losses, damages and expenses not covered by VPP Plan. LESSEE ACKNOWLEDGES THAT VPP IS A DAMAGE WAIVER PROGRAM, NOT INSURANCE COVERAGE. Lessee shall report any loss or damage to the Equipment to the Lessor within forty-eight (48) hours of occurrence, provide any requested documentation and fully cooperate with Lessor. Non-compliance with the foregoing shall void the VPP liability limitation. The Lessor may change the VPP rates or cancel VPP upon 10 days written notice to the Lessee. In the event of VPP cancellation, Lessee shall immediately provide comprehensive coverage for physical damage in accordance with Section 7 of this Agreement. 9. PERMITS/LICENSES. Lessee, at its sole cost and expense, shall procure and keep in full force and effect from the Lease Start Date until the Date In, all permits, licenses and registrations required for the possession, use, operation and maintenance of the Equipment in compliance with all Applicable Laws. If cartage and relocation by Lessee is permitted on the face page of the Lease, Lessee, at its sole cost shall procure and keep in fill force and effect from the Lease Start Date until the Date In, all licenses and registrations required for the possession, use, operation and maintenance of the Equipment in compliance with all Applicable Laws in any state or province other than the registration state set forth therein. Increases in permit license and registration fees shall be the responsibility of Lessee and, if paid by Lessor, shall be billed to Lessee at the beginning of each license period. 10. TAXES. In addition to payments due pursuant to the Lease, Lessee shall pay, or reimburse Lessor for payment of any and all fees, fines, penalties, goods and services, sales and use taxes including, but not limited to, value added taxes and movable and personal property taxes, withholding taxes or other Direct Taxes (as defied below) levied against or based upon the price or value of the Equipment or its use. The term “Direct Taxes” as used herein shall include all taxes (except income taxes and capital gains of Lessor), imposts, charges, duties and fees levied, assessed, or charged by any governmental or taxing authority. 11. SAFETY INSPECTIONS. If the Equipment is cartage or over the road equipment Lessee shall at its sole expense: (i) provide daily safety inspections of the Equipment and maintain proper axle lubricant levels, tire inflation and repair, brake operation and lighting, including bulbs and lens replacement; (ii) maintain the Equipment in the same condition as when delivered, excepting normal wear and tear, making all necessary repairs and replacements in compliance with all manufacturers’ standards and service bulletins relating thereto, using only new parts; (iii) reimburse Lessor for tires damaged by improper inflation, impact breaks or running flat (iv) pay Lessor the fair market value as of the Date In of tires supplied or paid for by Lessor that are not returned with the Equipment and (v) provide insurance as set forth in Section 7. 12. OPTIONAL EQUIPMENT. The team “Equipment” shall include any Optional Equipment rented hereunder, as set forth on the face page of the Lease. Lessee assumes all risk of use and loss in connection with Optional Equipment. At its sole cost, Lessee shall at all times during the Lease maintain and keep Optional Equipment in the same condition as when delivered to Lessee (normal wear and tear alone excepted). All repairs to Optional Equipment shall conform to manufacturer’s standards and service bulletins and shall be made with new parts. Notwithstanding anything herein to the contrary, Lessor shall have no obligation to inspect or maintain Optional Equipment. 13. BILLING (a) Delivery and in some cases Pick-Up charges shall be billed and paid with the first month’s lease payment. (b) Lessee shall immediately notify Lessor of any refrigerated van clock or Hubodometer has been removed or fails to function properly. In such event, mileage and/or refrigeration hours shall be deemed to be the greater of the mileage and/or hours recorded during prior transactions with Lessee or ten (10) miles/sixteen (16) kilometers per day and ten (10) refrigeration hours per day. Lessor shall have the right at any time during the Lease Term to adjust billing upon Lessor’s determination that actual refrigerated hours or mileage exceed the amount billed for (c) Lessee shall pay all invoices within ten (10) days of the invoice date without set-off or deduction unless otherwise noted on the invoice. A late charge of 1% per month (18% per annum compounded monthly) can be assessed on any amount not paid when due. Invoices shall be sent to the Lessee’s address set forth herein or to such other address as Lessee may instruct Lessor in writing. Lessor reserves the right to offset any amount owed Lessee by any amount due Lessor hereunder. 14. EVENTS OF DEFAULT. The occurrence of one or more of the following shall constitute an “Event of Default”: (a) Lessee fails to pay when due any lease payment or any other payment under the Lease:: (b) Lessee fails to perform any other term or condition of the Lease and such failure remains unremedied for more than ten (10) days after Lessor has requested Lessee to perform, except if such default arises due to noncompliance with Section 7, which default shall become effective immediately. (c) Lessee or any guarantor of Lessee (i) becomes insolvent (ii) commits an act of bankruptcy, (iii) becomes subject to any voluntary or involuntary bankruptcy proceedings, (iv) makes an assignment for the benefit of creditors, (v) appoints or submits to the appointment of a receiver for all or any of its assets, (vi) admits in writing its inability to pay its debt as they become due, or (vii) enters into any type of voluntary or involuntary liquidation; (d) Lessee defaults under any other agreement with Lessor or any affiliate of Lessor; or (e) any letter of credit, guaranty or other security given to secure the performance of the Lease shall expire, terminate or become worthless in the opinion of Lessor. 15. REMEDIES UPON DEFAULT. Upon any Event of Default Lessor may, at its option and without demand or notice to Lessee, do any one or more of the following; (a) pay all amounts required to he paid or perform and cause to be performed all obligations required to be performed by Lessee hereunder and charge Lessee as additional lease payment the amount paid or the reasonable value of all services performed hereunder; (b) take immediate possession of the Equipment in accordance with the provisions of Section 16; (c) declare the entire balance of Lease payment immediately due and payable as liquidated damages the reasonableness of such liquidated damages being acknowledged by Lessee;. or (d) terminate the Lease and Lessee’s rights hereunder and require Lessee at its sole cost to promptly return the Equipment to Lessor at such location as Lessor may designate. If Lessee is in default under the Lease or any other agreement with Lessor, Lessee shall be declared in default of all existing agreements between Lessee and Lessor. No termination, repossession or other act by Lessor after default by Lessee shall relieve Lessee from any of its obligations hereunder. In addition, Lessee shall pay to Lessor on demand the unauthorized portion of any expenses associated with the Equipment and all fees, costs and expenses inured by Lessor in enforcing its rights hereunder including without limitation, reasonable attorney’s fees. The remedies provided in favor of Lessor shall be cumulative and in addition to all other remedies provided in the Lease or existing at law or in equity. 16. REPOSSESSION. If Lessee fails or refuses to promptly return or make the Equipment available to Lessor after demand therefore, or if an Event of Default has occurred and is continuing, Lessor shall be deemed Lessee’s agent and shall have the right to enter upon any premises where the Equipment is located and take immediate possession of and remove the Equipment. If Lessor takes possession of the Equipment with other property contained in, upon or attached thereto, Lessor may take possession of such property and hold it in Lessor’s possession or in public storage for the account and at the expense of Lessee. Lessor shall have the right to retain such property, until Lessee discharges all payment obligations hereunder including, without limitation, payment of Damages, without any liability to Lessee or any third party. 17. LESSEE OWNERSHIP; FINANCIAL CONDITION. If the ownership of Lessee changes, if Lessee merges or amalgamates or if there is a disposition of a substantial portion of Lessee’s assets or a substantial change in Lessee’s financial condition at any time during the Lease Term, Lessee shall notify Lessor thereof and Lessor may terminate the Lease and demand the prompt return of the Equipment or require from Lessee additional financial security or assurances including, but not limited to cash deposits, letters of credit, escrow accounts and guarantees as a condition to maintaining the Lease in full force and effect 18. SECURITY DEPOSIT. The Security Deposit shall secure Lessee’s obligations under the Lease and shall be returned to Lessee, without interest upon the fulfillment of all of Lessee’s obligations hereunder. 19. WARRANTY. Lessee has inspected the Equipment and acknowledges receipt thereof in good and satisfactory condition. LESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES AS TO ANY MATTER WHATSOEVER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICU¬LAR PURPOSE WITH RESPECT TO THE EQUIPMENT, MAINTENANCE OR REPAIR WORK. 20. LIMITATION OF LIABILITY. Lessor shall not be liable for, and Lessee shall indemnify and hold Lessor harmless from and against, any claims for indirect consequential, incidental, special or exemplary damages of any kind, including without limitation, lost profits, lost opportunity and business interruption suffered by Lessee or any other person in connection with the Lease. 21. EQUIPMENT RETURN. Lessee shall return the Equipment to Lessor in good condition, normal wear and tear excepted. Upon termination of the Lease in any manner permitted hereunder, Lessee shall have the Equipment returned to the Return Location by a vendor approved by Lessor, or by Lessee if otherwise permitted under the Lease, or make the Equipment available for pick-up by Lessor at Lessee’s cost. Any Equipment not returned in good operating condition and otherwise as set forth herein shall remain leased hereunder and Lessee shall continue to make lease payments until the required repairs are completed by Lessee in a manner acceptable to Lessor or Lessee pays Lessor the actual or estimated cost of repair or purchases the Equipment in accordance herewith. Upon three (3) days prior notice at any time after the expiration of the Minimum Term, Lessor may change any rate, term or condition hereof and/or require Lessee to immediately return or make the Equipment available for pick-up by Lessor at Lessee’s cost. 22. LESSEE’S PAYMENT OBLIGATION. Upon Lessee’s termination of the Lease in accordance with Section 1, Lessee’s payment obligations under the Lease shall not cease until the later of: (a) Lessee’s return of the Equipment to the Return Location, (b) the date that the Equipment has been picked up by Lessor or an agent of Lessor, and (c) payment in full of all payments and charges due hereunder. If the Equipment is lost, stolen or determined by Lessor to be damaged beyond the reasonable cost of repair, Lessee shall pay to Lessor 115% of the FMV of the Equipment prior to such event plus any additional payments representing the unamortized portion of expenses associated herewith. There shall be no abatement, reduction or compensation of lease payments until the Equipment has been returned to Lessor properly repaired, replaced, or Lessor is compensated as provided herein. Notwithstanding anything herein to the contrary, Lessor shall not be obligated to pay Lessee or any other party for storage of Equipment at the Delivery/Stored Location or any other location. 23. SUBLEASE OR ASSIGNMENT. Lessee shall neither sublet the Equipment nor assign its rights under the Lease without Lessor’s prior written consent in which event Lessee’s obligations under the Lease shall continue in full force and effect and, in the case of sublease, Lessee shall remain liable for the performance of such obligations and in the case of assignment Lessee shall remain liable for the performance of such obligations solidarity and jointly and severally with the assignee. 24. TITLE/FINANCING STATEMENTS. The Lease is an operating or true Lease and not a sale, conditional sale or secured financing and Lessee shall not by payment of lease payments hereunder acquire any right, title or interest in the Equipment or its title. 25. LESSOR IDENTIFICATION. Lessor reserves to itself, its successors and assigns, at all times during the Lease Term, the right to place and maintain Lessor’s or its designee’s name, logo, or similar designation identifying Lessor’s right, title and interest in the equipment in one or more locations upon the Equipment. 26. ALTERATIONS: LEVIES. Lessee shall not, without Lessor’s prior written consent, make or suffer any changes, alterations, or improvements in or to the Equipment or remove therefrom any parts, accessories, attachments or other equipment. All alterations and improvements shall become the property of Lessor upon termination of the Lease. The Equipment shall remain the movable and personal property of Lessor regardless of use or manner of attachment to immovable and real property. Upon request, Lessee shall furnish Lessor with a landlord’s release permitting Lessor to remove the Equipment from any leased property to which it becomes fixed or annexed. Lessee shall immediately notify Lessor of any attempted levy. 27. NOTICES. Any notice, request or demand given under the Lease, whether or not required, shall be valid only if in writing and shall he deemed effective three (3) days following sending by registered mail postage prepaid, or upon receipt if given in any other manner, addressed to Lessor at Lessor’s address as provided on the face page of the Lease, and to Lessee at Lessee’s address as provided on the face page of the Lease, or at such other address as either party may designate in writing. 28. ENTIRE AGREEMENT. The Lease, together with all amendments, schedules and addenda, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements and understandings of the parties with respect to Lessee_________________________ Name__________________________ Title___________________________ Date___________________________ the Equipment, but without prejudice to Lessor’s rights with respect to any breach or default by Lessee under any such prior agreements, and shall be binding upon each party and their respective representatives, successors and assigns. The Lease may not be amended or altered in any manner except by a writing signed by fully authorized representatives of Lessee and Lessor. 29. WAIVER. The failure of Lessor to insist at any time upon the strict performance of any of the provisions of the Lease or to exercise any right or remedy herein, or the waiver by Lessor of any breach of any of the provisions of the Lease shall not be construed as thereafter waiving any such provision, right or remedy. 30. LESSOR NOT RESPONSIBLE FOR DAMAGE. Lessor shall not be responsible for damage to property stored in the Equipment including without limitation, water-related damage, damage due to shifting of contents and failure of refrigeration units. 31. MISCELLANEOUS- The form of the Lease is intended for general use in the continental United States and, if any of the terms and provisions hereof are in violation of or prohibited by any law, regulation, rule, order or ordinance, such terms and provisions shall be deemed amended to conform thereto without invalidating any other terms or provisions of the Lease. Lessee’s indemnification obligations under the Lease include attorneys’ fees and costs and shall survive the termination of the Lease. The Lease and the parties’ rights and obligations hereunder shall be governed by the laws of the state of Maryland. Lessee hereby submits to jurisdiction and venue of courts in Washington County, Maryland. Lessee hereby’ waives any and all rights to a trial by jury of any claim arising in connection herewith. Section headings are for convenience only and shall not affect the construction or interpretation of the Lease. © 2021 Bowman Leasing Credit Application · Website design by Datachieve Digital