conversations.from: human
conversations.value: What is 'sec 2. Basic Term Lease Rate Facto ... ' for this: AGENCY AGREEMENT
  THIS AGENCY AGREEMENT, dated November 9, 2005 ("Agreement"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, if any, "Lessor"), and Duckwall-Alco Stores, Inc., a Kansas corporation (the "Company"). Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below).
  RECITALS:
  WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the "Lease"; and all equipment leased thereunder are hereinafter collectively referred to as the "Equipment"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in the Lease; and
  WHEREAS, Lessor desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, the Equipment;
  NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
  ARTICLE I GENERAL UNDERTAKING
  Section 1.01 Appointment. Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a "Supplier" and collectively, the "Suppliers"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor.
  Section 1.02 Powers. Except as may be otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement.
  Section 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease. EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT.
conversations.from: assistant
conversations.value: 2. Section 3.01 Termination.
  (a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.
  (b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.
  (c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.
  IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.
conversations.from: human
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  AGENCY AGREEMENT THIS AGENCY AGREEMENT, dated November 9, 2005 ("Agreement"), between General Electric Capital Corporation, a Delaware corporation (together with its successors and assigns, ...
conversations.from: assistant
conversations.value: The completion of this text could be: if any, "Lessor"), and Duckwall-Alco Stores, Inc. , a Kansas corporation (the "Company").
conversations.from: human
conversations.value: Generate more:
  Capitalized terms not defined herein shall have the meanings assigned to them in the Lease (as that term is defined below). RECITALS: WHEREAS, Lessor and the Company have entered into a Master Lease Agreement dated November 9, 2005 wherein Lessor, as the lessor, has agreed to lease certain items of equipment to the Company (the Master Lease Agreement and all Schedules entered into from time to time thereunder are hereinafter collectively referred to as the "Lease"; and all equipment leased thereunder are hereinafter collectively referred to as the "Equipment"); capitalized terms used herein but not otherwise defined shall have the meanings as provided in the Lease; and WHEREAS, Lessor desires to appoint the Company its agent to order, receive and, in the name and on behalf of Lessor, ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Equipment; NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE I GENERAL UNDERTAKING Section 1.01 Appointment.
conversations.from: human
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  Lessor hereby appoints the Company, and the Company hereby agrees to accept such appointment, as the agent of Lessor, without any fee for acting as such agent, pursuant to the terms and conditions of this Agreement, for the purpose of ordering and, subject to the conditions set forth in Section's 2.01 and 2.05 hereof, accepting Equipment on Lessor's behalf for leasing to the Company under the Lease from the respective supplier thereof (each a "Supplier" and collectively, the "Suppliers"). It is specifically agreed that all of the power and authority vested to the Company herein shall be subject to any modifications as may from time to time be made by Lessor. Section 1.02 Powers. Except as may be ...
conversations.from: assistant
conversations.value: The completion of this text could be: otherwise expressly provided in this Agreement, the Company is hereby granted the authority to act, and hereby agrees to act, on behalf of Lessor and in the name of Lessor, to the extent necessary to carry out its duties under this Agreement. Section 1.03 Master Lease. This Agreement is entered into in connection with and subject to the terms of the Lease and in the event of a conflict between the terms of this Agreement and the Lease, the Lease shall control. The Company and Lessor may from time to time hereafter enter into Equipment Schedules to the Lease, and it is the intent of the parties that this Agreement facilitate the leasing of Equipment under the Lease.
conversations.from: human
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  EXCEPT AS PROVIDED IN ANY OTHER AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE OR SHALL BE DEEMED TO BE, A COMMITMENT ON THE PART OF EITHER THE COMPANY OR LESSOR TO EXECUTE OR OTHERWISE ENTER INTO ANY EQUIPMENT SCHEDULES AFTER THE DATE OF THIS AGREEMENT. ARTICLE II DUTIES OF AGENT Section 2.01 Equipment Orders. Upon the written acknowledgment by the Company and Lessor of each jointly approved purchase agreement, purchase order or invoice ("Purchase Order"), the Company, pursuant to the agency granted to it by Lessor in Article I hereof, may order, receive, accept the Equipment to be leased in accordance with ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Economic Terms (as hereafter defined and described). Upon and as of the date of acceptance of the Equipment by the Company and satisfaction of the conditions precedent provided for in the Lease: (a) Lessor shall be unconditionally obligated to purchase such Equipment pursuant to the terms of the applicable Purchase Order and to lease such Equipment to the Company pursuant to the terms and conditions of the Lease and the applicable completed Schedule; and (b) the Company shall be unconditionally obligated to lease such Equipment from Lessor pursuant to the terms and conditions of the Lease and the applicable completed Schedule.
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: The leasing of Equipment pursuant to [words 1] Agreement shall be in accordance with the Economic [words 2] 2.05 hereof, and upon delivery of the Equipment from [words 3] to be leased pursuant to this [words 4] and be subject to all of the provisions of the Lease, including without limitation, the insurance and indemnity provisions of [words 5] Lease. Notwithstanding any provision to the [words 6] Company's ability to act as Lessor's agent hereunder, and to [words 7] pursuant to such agency, shall be limited by the following: [words 8] all Suppliers that it is ordering the Equipment [words 9] all of the Equipment ordered and/or accepted [words 10] meet at least one of the [words 11] in Section 2:05; (iii) the aggregate Purchase Price for all Equipment purchased in connection with any Schedule must be less than, or [words 12] Cost specified in Section 2:05; (iv) the Equipment must be [words 13] on or before the Last Delivery [words 14] Section 2:05; (v) the Purchase Price of each unit [words 15] not be more than the then current [words 16] Equipment; (vi) each unit of Equipment must [words 17] Benefits described in the applicable Schedule [words 18] Lessor upon the Company's acceptance thereof from the Supplier and (vii) [words 19] technical or confidential business information and/or software relating to [words 20] the Purchase Order will grant Lessor [words 21] license to use the Software and will allow Lessor to grant a sublicense to the Company to use [words 22] to the Lease and will allow [words 23] to a third party after a termination [words 24] of the Lease in the event the Company does not elect to exercise any purchase option [words 25] provided for in the Lease; and (viii) all conditions precedent set forth in the Lease, including the delivery and execution of the Schedule and the Certificate of Acceptance, must [words 26] by no later than the Last Basic [words 27] specified in Section 2.05. The Company additionally agrees that all Purchase Orders executed by the [words 28] Lessor's obligation to pay for and [words 29] acceptance of such Equipment; (B) not permit passage of [words 30] the Equipment earlier than such acceptance by [words 31] the Supplier or any other person or entity to retain any security [words 32] or lien on, any of the Equipment; [words 33] terms and conditions acceptable to Lessor in its sole discretion. [words 34] Receipt of and Payment for Equipment.
conversations.from: assistant
conversations.value: words 1: this 
  words 2: Terms set forth in Section 
  words 3: any Supplier shall be deemed 
  words 4: Agreement and the Lease 
  words 5: the 
  words 6: contrary herein, the 
  words 7: unconditionally obligate Lessor to purchase Equipment 
  words 8: (i) the Company must disclose to 
  words 9: as agent for Lessor; (ii) 
  words 10: hereunder must 
  words 11: general description categories contained 
  words 12: equal to, the Maximum Aggregate Capitalized Lessor's 
  words 13: delivered to, and accepted by, the Company 
  words 14: Date specified in 
  words 15: of Equipment must 
  words 16: Fair Market Value of such 
  words 17: qualify for all the Tax 
  words 18: in the hands of 
  words 19: with respect to any documentation, 
  words 20: the Equipment (collectively, "Software"), 
  words 21: a 
  words 22: such Software pursuant 
  words 23: Lessor to grant a sublicense 
  words 24: or the expiration 
  words 25: that may be 
  words 26: be completed 
  words 27: Term Commencement Date 
  words 28: Company as Lessor's agent hereunder shall: (A) condition 
  words 29: purchase the Equipment on the Company's 
  words 30: title or risk of loss for 
  words 31: the Company; (C) not permit 
  words 32: in, 
  words 33: and (D) otherwise be on 
  words 34: Section 2.02
conversations.from: human
conversations.value: Can you tell me how to fill in the missing words: With respect to any Equipment ordered by [words 1] for Lessor, the Company agrees to perform all obligations of [words 2] manner required by the applicable Purchase Order. Section 2.03 Payment of [words 3] Price. On or before the Lease Commencement [words 4] present to Lessor documentation ("Purchase Documentation"), in form [words 5] in its sole discretion, which (i) describes all [words 6] received and accepted by the Company as agent for Lessor in connection with [words 7] has paid any Supplier for any of [words 8] the Purchase Price paid to Supplier for each such unit of Equipment [words 9] to Lessor. Upon the latter of (A) Lessor's [words 10] Purchase Documentation or (B) the satisfaction of all [words 11] applicable Lease Commencement Date, Lessor shall pay the [words 12] the case may be, for the [words 13] Purchase Price for all Equipment purchased hereunder in [words 14] schedule. Section 2.
conversations.from: assistant
conversations.value: words 1: the Company as agent 
  words 2: the purchaser in the time and 
  words 3: Purchase 
  words 4: Date for any Schedule, the Company shall 
  words 5: and substance satisfactory to Lessor 
  words 6: units of Equipment ordered, 
  words 7: such Schedule, and (ii) if Company 
  words 8: the Equipment, includes evidence of 
  words 9: and of passage of title thereto 
  words 10: receipt of the 
  words 11: conditions precedent on or after the 
  words 12: Supplier or reimburse the Company, as 
  words 13: aggregate 
  words 14: connection with such
conversations.from: human
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  04 Books and Records. The Company shall maintain full and accurate books and records of all Equipment orders, receipts and All such books and ...
conversations.from: assistant
conversations.value: The completion of this text could be: records shall be maintained in a form acceptable to Lessor in its sole discretion. Such books and records shall be open for inspection and...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours. Section 2.05 Economic Terms. The Company and the Lessor hereby agree that Schedules entered into pursuant to...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: this Agency Agreement shall conform with the following "Economic Terms": 1. Maximum...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Aggregate Capitalized Lessor's Cost: $14,500,000.00 2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor.
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  3. Basic Term (No. of Months): To be mutually agreed upon by Company and Lessor
conversations.from: assistant
conversations.value: 2. Basic Term Lease Rate Factor: To be mutually agreed upon by Company and Lessor
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: 4. Equipment Type: To be mutually agreed upon by Company and Lessor
  5. Agency Agreement Expiration Date and Last Delivery Date: October 31, 2006
  ARTICLE III TERMINATION
  Section 3.01 Termination.
  (a) So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.
  (b) In the event the Company is in default hereunder or under the Lease, Lessor may elect to terminate this Agreement immediately, which shall be effective upon the receipt of written notice thereof by the Company.
  (c) Any termination under this Section 3.01 shall automatically result in the immediate revocation of all authority vested in the Company under this Agreement to order, accept or pay for any Equipment on behalf of Lessor.
  IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written.
  General Electric Capital Corporation Duckwall-Alco Stores, Inc. By: /s/ Susan Lyndon By: /s/ Richard A. Mansfield
  Title: Manager Portfolio Admin Title: V.P./CFO
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: AGENCY AGREEMENT INSTRUCTIONS BEFORE EQUIPMENT IS ORDERED:
   • When issuing a Purchase Order or Sales Agreement for Equipment in connection with the Agency Agreement, incorporate the following in the Purchase Order or Sales Agreement:
   Duckwall-Alco Stores, Inc. is ordering the following equipment as Agent for:
   General Electric Capital Corporation 311 North Bayshore Drive Safety Harbor, FL 34695 Attn: Teresa Schafer
  • All invoices should indicate that General Electric Capital Corporation is the "Sold to" party at the above address, and that Duckwall-Alco Stores, Inc. is the "Ship to" party for delivery.
  • The invoices should be mailed directly to General Electric Capital Corporation. Also, all invoices should reference the appropriate Purchase Order/Sales Agreement Number.
  General Electric Capital Corporation will also require a complete set of Lease documentation prior to funding. These documents may include a Schedule and a Certificate of Acceptance. The full terms and conditions of the lease contract are set forth in the Master Lease Agreement and Equipment Schedule.
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: AGENCY AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Lessor
  * together with its successors and assigns, if any, "Lessor"
  * Duckwall-Alco Stores, Inc.
  * Company
  * General Electric Capital Corporation
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: November 9, 2005
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. So long as no default exists and is continuing hereunder or under the Lease, either party may terminate this Agreement at any time upon ____________ (______30________) days written notice to the other party; provided however that such termination shall not act as a termination of any Equipment leased hereunder.
conversations.from: human
conversations.value: Does the contract contain a license granted by one party to its counterparty?
conversations.from: assistant
conversations.value: Yes. with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, "Software"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease
conversations.from: human
conversations.value: Does the contract contain a license grant to a licensee (incl. sublicensor) and the affiliates of such licensee/sublicensor?
conversations.from: assistant
conversations.value: Yes. with respect to any documentation, technical or confidential business information and/or software relating to the Equipment (collectively, "Software"), the Purchase Order will grant Lessor a license to use the Software and will allow Lessor to grant a sublicense to the Company to use such Software pursuant to the Lease and will allow Lessor to grant a sublicense to a third party after a termination or the expiration of the Lease in the event the Company does not elect to exercise any purchase option that may be provided for in the Lease;
conversations.from: human
conversations.value: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
conversations.from: assistant
conversations.value: Yes. Such books and records shall be open for inspection and examination by Lessor and its respective representatives and/or accountants during the Company's normal business hours.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: It does not appear so.