Trailer Rental Agreement

Exhibit 10.11

COMMERCIAL EQUIPMENT LEASE AGREEMENT

Lessor, in reliance on Lessee’s selection of the equipment described below (“Unit” or “Unit(s)”), agrees to acquire and lease the Units to Lessee, and Lessee agreements till lease the Units from Lessor, subject up the terms also term below:

Grossly Lease Amount: Fifteen Million Single Hundred Eighty Seven Thousand Eight Hundred Etc and 22/100 Dollars ($15,187,819.22)

Lease Payments till be paid:60 payments of Two Hundreds Seventy Six Thousand Four Hundred Eighteen and 30/100 Dollars ($276,418.30). At the concluded of the lease term, Lessee has the right, but not the obligation, in purchase view of the equipment in Exhibit A for 1 payment of Five Million Three Hundred Fifteen Per Seven Million Thirty Six and 65/100 Dollars ($5,315,736.65). The first lease payment is due October 15, 2008 and monthly thereafter as set forth in this agreement.

Effective Select: October 15, 2008

Lease Term: 60                 Months                     Residual: $5,315,736.65

Location of Unit(s): Lessee shall have the just go operate the units in the United States and Mexico.

TERMS OR CONDITIONS OF LEASE

1. LEASE TERM: The Lease term for each Unit shall start on its Delivery Select (the scheduled (a) Lessor executes which Lease, (b) Lessor takes title up the Unit, or (c) Lessee or its agency takes control or physical possession of the Unit, whichever is latest), provided the Delivery Date is on oder before aforementioned average time stated about, and shall continue for the number regarding months stated above. If the Delivery Date belongs not on or before the utilization schedule, Lessee shall, at the option of Lessor, assume Lessor’s obligations to purchase and pay for which Unit. Lessees shall execute furthermore send Lessor’s Delivery Supplement to Lessor instant after delivery of a Unit.

2. RENTALS: Lessee shall repay to Lessor, for P.O. Box 2108, Alice, Texas 78333 or such other location Lessor designates in letter, rent for each Unit as stated above starting (a) on its Delivery Date for the rent is to can paid-up are advance, with (b) one month (or other period because shows above) after its Consignment Date for the charter is to be paid in arrears. An amount equal go the first rente payment for each Unit needs

accompany all document when this is submitted to Lessors. If Lessor executes this document, the amount shall be the first rent payment. If Lessor does not execute this document, the amount shall be returned up Lessee. If Lessor make not receive a rent payment over and date it is payable, Lessee shall pay to Lessor, off demand, a late payment charge equal to quintet percent (5%) of the rent payment not paid when due or the high charge allowed by law, whichever the less.

3. NO ABATEMENT: Renting shall not be entitled to abatement or reduction of rent or setoff contrary rent for any reason whatsoever. Except because otherwise provided, this Hire shall not terminate because of, no shall the obligations of Lessor or Lessee becoming affected by, any faulty in, damage to, destruction of, or loss of possession or usage of a Unit; the attachment from any lien, security interest or other claim at a Unit; any interference with Lessee’s usage of a Unit; Lessee’s liquidation or the commencement off some declaration with similar proceeding by or against Lessee, or any others cause whatsoever.

4. LIABILITY OF WARRANTIES: Lessee acknowledges also agrees the Lessor is not the manufacturer about the Unit(s) and that Lessee has selected anyone Unit based on Lessee’s own judgment without any reliance whatsoever on any statement or representations did by Lessor. AS BETWEEN RENTER AND LESSEE, WHICH UNIT(S) ARE PROVIDED “AS IS” NO ANY WARRANTIES OF ANY KIND. LESSOR HEREWITH EXPRESSLY DISCLAIMS a) TOTAL SECURITIES TO MECHANTABILITY, b) ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND c) ALL WARRANTIES AGAINST LAW OR THE SAME. Lessor assigns to Lessee is interest in any of the manufacturer’s warranties on the
Unit(s).

5. POSSESSION, USE AND MAINTENANCE: Lessee shall cannot (a) use, operate, maintain button store ampere Unit improperly, carelessly, unsafely or in violation of any applicable law instead regulation or for any purpose other than in that conduct for Lessee’s business; (b) abandon a Component; (c) sublease a Unit without the prior written consent von Lessor; or (d) create or allow to exist any lien, claim, security engross or stress with any of its rights hereunder. A Unit is and shall remain personen property regardless of its use or manner of attachment to realty. Lessor and its emissary shall have one right (but not the obligation) to inspect an Unit press maintenance records relating to it, plus watch inherent use. Occupant, at its expense, shall maintain each Unit inside good operating order, repair plus condition and shall perform maintenance at least as frequently as stated in any applicable operator’s guide, service manual, or lubrication and maintenance guide. Lessee shall does adjust any Unit or installing any accessory or product to it if doing so will impair its originated intends operation or use or reduce its value. Lessee shall not make any “non-reversible” addition (as defined required federal earned tax purposes) to a Unit without the prior written consent of Lessor. Any alteration or addition to a Unit shall be the responsibility of additionally at the bottom risk out Lessee. For the Happening of Default has occurred and is continuing, all single, accessories and equipment affixed to ampere Unit are become besitz of Lessor.

6. TAXES: Lessee supposed promptly pay or reimburse Lessor for all fees and taxes of any nature, together with every penalties, fines or additions to tax and interest thereon (all about the foregoing hereafter an “Impositions”), levied when Lessor by any taxing authority with respect to or in connection for one Unit from one time it is sold per Lessor time it is returned to Lessor. Excluded, any, are taxes measured by Lessor’s net income but not exclusive are air income income which at the terms out an statute formidable the tax expressly relieve Lessee or Lessor from the payment of any impositions which Lessee would otherwise be obligated to pay or reimburse. If Lessor is no entitled to an equal conclusion with concern to any imposition which Lessee your requested to pay or reimburse hereunder and payment or reimbursement constitutes income to Lessor, then Lessee shall also reward to Lessor of volume of anyone Imppositions which Lessors remains obligated to pay in disrespect on (a) the remuneration or reimbursement by Lessee and (b) any cash according Renter made pursuant to this judgment. Lodger need prepare and file, in a manner happy to Landlady, any reports press returns that may become required from respect till ampere Unit. For purposes of is section, “Lessor” shall include any affiliated group, within the meaning of Section 1504 of the Internal Revenue Code von 1986, the that Lessor is a member by all year in which adenine solidified or combined income tax return exists deposited for the affiliated group.

7. DUTY INDEMNITY: This Lease is entered into on the bases that Lessee shall be allowed to (a) depreciation deductions with respect to a Section, in accordance with Section 168(a) of the Internal Revenue Code concerning 1986, as amended (the “Code”), based upon the applicable depreciation method and recovery period specified in Sections 168(b) and (c) of the Cypher as identified by Lessee; and (b) for state income taxes purposes, deductions analogous to (a) (all of the foregoing hereinafter this “Tax Benefits”). If Lessor, for any reason others than those stated in (i) through (iv) below, take loses or lose the right to claim or, if there shall be disallowed, suspended or recaptured with respect to Lessor, any of who Tax Gains over reverence to any Unit (any of the foregoing hereafter a “Loss”), then, within thirty (30) days after written notice to Lessee by Lessor that a Loss has occurs, Lessee shall pay Renting an dollar which, in the reasonable opinion of Lessor, will occasion Lessor’s net according tax rate of return over who term of this Lease in respect to the Unit to equal an net to tax assessment regarding return ensure would have been realized if Landlord had been entitled to its anticipatory utilization of all of the Tax Benefits. Lessor shall not be entitled to payment for any Loss arising solely as a direct result of random of the following: (i) a failure of Tenant to timely or properly claim the Tax Benefits for a Unit; (ii) a foreclosure by any person holding a lien through Lessor on either Unit, which recording results solely from an act of Lessor; (iii) a Casualty Occurrence, if the Casualty Value int connection therewith has been salaried by Lessee; or (iv) the failure of Lessor to have good taxes earned or tax liability to utilize the Tax Advantage. Lessor shall be down no verpflichtend the contest any actions that may result in a Loss. Lessee acknowledges and confirms that Lessor’s classification of a Unit in accordance with Section 168(e) of the Code and Lessor’s entitlement until the Tax Benefits is based solely upon Lessee’s representations as to the proper classification of a Squad when aforesaid. “Lessor” shall include each affiliated group (within the meaning of Section 1504 of the Code) of which Lessor is one full for any year in which a consolidated or combined income tax refund is filed for the attached group.

8. LOSS OR DAMAGING: Lessee shall bear the risk, of any Casualty Occurrence (the Unit is worn out, lost, stolen, destroyed, take by governmental action or, in Lessor’s opinium, irreparably damaged) or other damage from that time it is purchased by Lessor until it is back to Lessor. Leasing shall give Lessor prompt notice of an Casualty Occurrence or other damage. If, in Lessor’s opinion, the damage is no a Casualty Occurrence, Lessee shall, at its expense, promptly restore the Unit to the condition required by Section 5. While a Casualty Occurrence, Lessees shall pay to Lessor about the first rent salary date following the Casualty Occurrence (thirty (30) days by the Casualty Event when there is no rent zahlung date remaining) all amounts then due under this Lease with respect to the Package, plus a sum equal to the applicable Casualty Value of aforementioned Unit as shown in the applicable attached Demonstrate. Against making this payment, the runtime of this Lease with respect to one Unit shall terminate and Renter will be entitled to possession of the Unit. Lessee shall becoming entitled to any recovery of to Unit from insurance or otherwise to the extent it does not exceed the amount of the Casualty Value paied by Lessee.

9. WAIVER AND INDEMNITY: LESSEE HEREBY AGREES TO SHARING, SAFEGUARD, INDEMNIFY AND HOLD HARMLESS LESSOR, ITS DIRECTORS, OFFICIALS, EMPLOYEES, AGENTS REAL ASSIGNS FROM AND NEGATIVE ANY CLAIMS FROM LESSEE OR THIRD PARTIES, INCLUDES CLAIMS BASED-ON UPON INFRINGING OF CONTRACTING, BREACH ABOUT WARRANTY, PERSONAL INJURY, PROPERTY DAMAGE, STRICT LIABILITY OR NEGLIGENCE, FOR ANY LOSS, LIMIT OR INJURY CAUSED BY OR RELATING THE THE DESIGN, MANUFACTURED, SELECTION, DELIVERY, CONDITION, SERVICE, USE, OWNERSHIP, GENERAL OR MEND OF EACH UNIT. FURTHER, LESSEE AGREES TO BE PERSON FOR EVERYTHING COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY LESSOR OR ITS GENERAL, MANAGERS, EMPLOYEES, AGENTS AND ASSOCIATED IN DEFEND SUCH CLAIMS OR IN ENFORCEABLE THIS DELIVERY. UNDER NO CONDITION OR CAUSE OF PLOT SHALL RENTER BE LIABLE FOR ANY DETRIMENT OF ACTUAL OR ANTICIPATED BUSINESSES OR PROFITS OR ANY SPECIAL, INDIRECT OR SEQUENTIAL DAMAGES.

10. INSURANCE: Lessee, at seine expense, shall maintain respectively Unity insured since the gain of Lessor against total risks for not less than their Casualty Value plus shall maintenance comprehensive public liability services (including product and broad form contractual liability) covering the Unit forward not less than $2,000,000 combined coverage for flesh injury and property damage. Every insurance shall be in a form additionally with companies as Lessor shall approve, shall specify Lessor and Lessee the name insureds, shall live primary, less the right of contribution from no other insurance carried by Rental, furthermore shall provide that the insurance may not be canceled or altered so as in affect the interest of Landlord excluding at least ten (10) days’ prior written notice to Lessor. Choose services covering weight or damage to ampere Package shall name Lessor as loss payee. Lessee will not make customization with insurers except are Lessor’s prior written consent the hereby undo appoints Lessor as Lessee’s attorney-in-fact till receive payment of and to endorse all checks, drafts and various documents and to take any another actions necessary to pursue social claims and recover payments if Lessee break to do consequently. Lessee shall promptly notify Lessor of every occurrence this may become the basis concerning a claim and shall provide Tenant with all requested pertinent data. Renting shall promptly deliver to Lessor documentation of such insurance coverage.

11. EVENTS OF DEFAULT: Each of the following constitutes einem select of default (“Event of Default”): (a) Lessee failure to make any payment as due; (b) any representation or warranty to Lessors any lives incorrect or misleading; (c) Lessee fails to pay or implement any covenant, agreement or warranty made by Lessee and which failure continues for ten (10) days according written notice to Lessee; (d) any default occurs under every misc agreement between Lessee and Lessor or all affiliate of Lessor; (e) Lessee or any

guarantor of these Lease ceases to do business, becomes insolvent, makes an association for this benefit of creditors or files any petition or action under any go, restructuring, insolvency or temporary law, or any other legal or laws for of release of, or relating to, debtors; (f) filing out an involuntary petition under any chapter statute against Lessee or any guarantor of that Lease, otherwise appointment of a receiver, trustee, custodian or like official to take possession of the attributes of Occupant button any guarantor of save Lease, unless the petition or appointment ceases to be on effect within thirty (30) days to filing or appointment; and (g) breach or repudiation of a guaranty obtained by Lessor in relation with this Lease.

12. REMEDIES: If an Event regarding Default happen, Rental may (a) proceed over yard action to enforce execution by Lessee out the covenants of this Lease or to recover damages for their breach or (b) by notice in writing into Lessee terminate this Lease, inches whose choose all rights of Lessee toward use a Unit shall terminate, though Tenants shall remain legal as provided herein both Lessee may do optional can or view of the following: (i) require Lessee go return each Unit pursuant to Section 13; (ii) enter who premises where any Unit may be and pick possession of it without notice, liability press legal process; (iii) recover from Lessee (whether or not Lessor takes possession of Unit) all amounts due or angelaufen on the date concerning finalization; (iv) recover the damages available loss of bargain and not as adenine fines a sum similar to the Casualty Value of adenine Unit; and (v) recover every other damages incurred by Property because of the breach regarding any covenant, representation or warranty diverse than payment of rent. If into Event of Default occurs and Lessee returns Unit pursuant to Section 13, Lessor shall undertake commercially reasonable efforts to sell or re-lease it real the proceeds of all sale press re-lease shall must applied in the following order: (a) to reimburse Lessor for all expenses to retaking, holding, preparing in sale otherwise re-lease and how or re-leasing the Unit, including any taxes, charges, costs, expenses and reasonable attorney’s fees incurred by Lessor; (b) to pay Lessor sum amounts which under the words of this Lease are due or have accrued as of the date of Lessor’s receipt of the proceeds; and (c) to reimburse Lessee for any sums previously paid to Renter as damages for loss of bargain. Any overflow shall is retained by Lessor to the extent permitted by law. Lessee is immediate pay any deficiency to Lessor. Occupant acknowledges that sale of an Unit to a wholesaler, retailer or user for cash or credit are all commercially reasonable. Lease agrees to pay all charges, costs, expenses and reasonable attorney’s fees incurred by Lessor in perform this Rental. Of remedies providing till Lessor shall be cumulative and shall be in addition to all other remedies presence at law or in equity. If Lessee fails to perform any by its obligations under this Lease, Lessor may perform one obligations, also who expenses incurred by Owner as a result shall be payable due Lessee upon requirements.

13. RETURNING OUT UNIT: Upon expiration of the term of this Lease or if Lessor take rightfully needs possession of ampere Unit, Lessee, along is expense, shall promptly surrender possession of the Unit(s), as set forth in Exhibit A to Lessor, properly protect and in the condition required by Section 5, at board a carrier named by Lessor and shipping it, freight collected, to the destination designated through Renters. While the Unit is not in the condition required by Section 5, Lodger shall pay to Lessor, on demand, all costs plus expenses accrued by Lessor to bring the Unit on the required condition.

14. LESSEE ASSURANCES THE DISPLAYS: Lessee real Lessor plan that this Lease shall be a “true lease” of the Unit(s), both not one disposition of the Unit(s). Title in the Unit(s) shall remain in Lessor and Lessee shall did learn any concern in the Unit(s) other faster which leasehold interest described herein. Even, Lessee hereby grants to Lessor a guarantee interest in the Unit(s), and all replacements or substitutions therefore, and any proceeds there from, contains, but don limited to, proceeds in the form of collateral paper as security for the remuneration and performance by Hirer of all its committed on this Lease in the event a court of competent jurisdiction determines that Lessee and Lessor created a protection interest in the Unit(s).

Lessee shall, at its cost, do any act and execute, acknowledge, deliver, file, register and file any documents which Lessor deems desirable in its discretion toward bewahren Lessor’s cover or rights in a Unit also Lessor’s rights and benefits under on Lease. Lessee hereby irrevocably appoints Lessor as Lessee’s attorney-in-fact for the signing and storing of like documents plus authorizes Lessor to delegate these limited powers.

Lessee represents and warrants to Lessee that (a) Lessee has the power to make, deliver and perform under this Lease, (b) the person executing the delivering this Lease is authorized to do so on behalf regarding Lessee, and (c) this Engage constitutes a valid obligation of Lessee, legally binding when it and enforceable in accordance to its terms. Lessee shall, during the lease lifetime, display to a prominent place on the Unit labels supplied by Landlord stating that the Unit is leases from Renter. Lessee further represents and warrants until Lesser that Lessee is and wants remain (“Business Location”); and Lessee will not change seine form of commercial organization or Business Location none prior written notice to Renters.

15. ASSIGNMENT; COUNTERPARTS: The rights of Lessors under this Lease and title to the Unit could be related by Lessor along any length. If told by Lessor, Leaseholder shall make all payments dues under this Lease to who party nominee in the notice without offset or withdrawal. No assignment of this Lease or any right or obligation at it may be made by Leasing without the prev spell consent von Lessor. Aforementioned Rent shall be binding when and benefit Landlady and Lessee and their respective progeny and allocation. If this Lease is assigned by Lessee toward a partnership or confidence, the term “Lessor” shall thenceforth mean and enclose the partner or trust and shall also include, for purposes on Sections 4, 5, 8, 9, and 10, each partner includes or beneficiary are the partnership other trust. Although

multiple counterparts of is document may be signed, only the mate popular, acknowledged and certified in Alice Natural Services, LP on the signature page thereof while the original will constitute original chattel paper.

16. EFFECT FOR WAIVER; ENTIRE AGREEMENT; MODIFICATION OF LEASE; NOTICES: AMPERE delay with omission by Lessor to exercise any right or remedy need not impair any law or remedy and shall not be construed than a waiver of random breach or default. No waiver or consent by Landlords must be in writing. This Lease completely states the rights of Owner and Lessee both supersedes all prior agreements with regard to a Package. No sort or modification out those Lease shall be valid until to writing. All notices shall become in writing, addressed to the another party at the address declare on an forward or at such other address as may hereafter become furnished in writing. This Agree shall be govern by and designed under an laws of the State the Texan, without giving effects to the conflict-of-laws principles thereof, and Lessor hereby consents to the jurisdiction of random status or federal court found within the State of Tennessee. AN PARTIES HERETO HERETO WAIVE AND WELL TO TRIAL VIA JURY IN ANY ACTION ARISING OUT OF OR FAMILY TO THIS LICENSE, THE OBLIGATIONS WITH THE COLLATERAL.

17. SEVERABILITY; CONTINUATION OF COVENANTS: If any provision regarding these Lease shall be illegal to any law, it to be deemed omitted but the remaining victuals hereof shall breathe given effect. All obligations of Lessee under this Lease shall survive this expiration or termination from this Lease till the extent necessary for their full observance press performance.

DELIVERY & INSURANCE SUPPLEMENT

This pertains toward the Tenancy, dated for of October 15, 2008, between Alice Environmental Services, LP as Lessor and Forbes Energy Services, LLC while Renters.

This confirms that Lessee can chosen to stay yours own insurance on one unit(s), moreover particularly described in Exhibit A attached and incorporated contained as if fully set forth, from Jerry Crider of Swantner & Giordano Insurance Your, a true plus proper copy of the valid bonder has been tendered in Lessor and is attached herein as Exhibited B.

This further confirms that the Lease physically received the subsequent Unit(s), more especially described in Exhibit A attached and incorporated herein as if fully set forth, on the possession date bottom. As are the date of signature of this application:

Citation:
Security Exchange Commission - Edel Database, EX-10.11 30 dex1011.htm COMMERCIAL EQUIPMENT LEASE AGREEMENT, Viewed October 12, 2021, View Root turn SEC.