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YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER, SOFTWARE LICENSOR OR THE
<br />SYSTEM MANUFACTURER,
<br />6. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION: Unless YOU have
<br />a $1.00 purchase option, WE will have to title to the System. If YOU have a $1.00 pur-
<br />chase option and/or the Lease is deemed to be a security agreement, YOU grant US a
<br />security interest in the System and all proceeds thereof. YOU have the right to use the
<br />System for the full Lease term provided YOU comply with the terms and conditions of
<br />this Lease. Although the System may become attached to real estate, it remains personal
<br />property and YOU agree not to permit a lien to be placed upon the System or to remove
<br />the System without OUR prior written consent. if WE feel it is necessary, YOU agree to
<br />provide US with waivers of interest or liens, from anyone claiming any interest in the real
<br />estate on which any item. of System is located. WE also have the right, at reasonable
<br />times, to inspect the System.
<br />7. MAINTENANCE: YOU are required, at YOUR own cost and expense, to keep the
<br />System in good repair, condition and working order, except for ordinary wear and tear,
<br />and YOU will supply all parts and servicing required. All replacement parts used or
<br />installed and repairs made to the System will become OUR property.
<br />IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE
<br />AND/OR SERVICE BEING PROVIDED BY THE SUPPLIER, LICENSOR AND/OR THE MAN-
<br />UFACTURER, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING
<br />ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE SYSTEM. YOU WILL MAKE
<br />ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUPPLIER, LICEN-
<br />SOR AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGA-
<br />TION TO MAKE ALL REQUIRED LEASE PAYMENTS.
<br />8. ASSIGNMENT: YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, SUBLICENSE,
<br />ASSIGN, PLEDGE OR ENCUMBER EITHER THE SYSTEM OR ANY RIGHTS UNDER THIS
<br />LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. YOU agree that WE may sell, assign or
<br />transfer this Lease and N WE do; the new ownerwill have the same rights and benefits that WE
<br />now have and will not have to perform any of OUR obligations and that the rights of the new
<br />owner will not be subject to any claims, defenses, or set -offs that YOU may have against US.
<br />9. REDELIVERY AND RENEWAL:_ Upon at least ninety (90) but not more than one
<br />hundred twenty (126) days written notice to US prior to the expiration of the Lease term,
<br />YOU shall advise US of YOUR intention to return the System to US at the end of the Lease
<br />term. Provided YOU have given such timely notice, YOU shall return the System, freightand
<br />insurance prepaid, to US in good repair, condition and working order, ordinary wear and
<br />tear excepted, in manner and to a location designated by US. If YOU fail to notify US, or
<br />having notified US, YOU fail to return the System as provided herein, this Lease shall renew
<br />for consecutive one hundred eighty (180) day periods and YOU agree to continue to make
<br />Lease Payments at the same monthly Lease Payments as set forth in the Lease subject to
<br />the right of either parry to terminate the Lease upon sbV (60) days written notice, in which
<br />case YOU will immediately deliver the System to US as stated in this paragraph. YOU shall
<br />remove all confidential information from any System prior to return to US in compliance
<br />with all applicable state and federal laws.
<br />10. LOSS OR DAMAGE: YOU are responsible for the risk of loss or destruction of, or dam-
<br />age to the System. No such loss or damage relieves YOU from any obligation under this Lease.
<br />11. INDEMNITY: WE are not responsible for any losses or injuries caused by the
<br />installation or use of the System. YOU agree to reimburse US for and to defend US against
<br />any claim for losses or injuries caused by the System. This indemnity will continue even
<br />after the termination of this Lease.
<br />12. TAXES: YOU agree to pay all license and registration fees, sale and use taxes,
<br />personal property taxes and all othertaxes and charges, relating to the ownership, leasing,
<br />rental, sale, purchase, possession or use of the System as part of the Lease Payment or as
<br />billed by US. YOU agree that if WE payanytaxes or charges on YOUR behalf, YOU will reim-
<br />burse US for all such payments and will pay US interest and a late charge (as calculated in
<br />Section 3) on such payments with the next Lease Payment, plus a fee for OUR collecting
<br />and administering arty taxes, assessments or fees and remitting them to the appropriate
<br />authorities. YOU will indemnify US on an after-tax basis against the loss of any tax benefits
<br />anticipated at the Commencement Date arising out of YOUR acts or omissions.
<br />13. INSURANCE- During the term of this Lease, YOU will keep the System insured
<br />against risks of loss or damage in an amount not less than the replacement cost of the
<br />System, without deductible and without co-insurance. YOU will also obtain and maintain
<br />for the term of this Lease, comprehensive public liability insurance covering both personal
<br />injury and property damage of at least $100,000 per person and $300,000 per occurrence
<br />for bodily injury and $50,000 for property damage. WE will be the sole named loss payee
<br />on the property insurance and named as an additional insured on the public liability insur-
<br />ance. YOU will pay all premiums for such.insurance and must deliver proof of insurance
<br />coverage satisfactoryto US. If YOU do not providesuch insurance, YOU agree that WE have
<br />the right, but not the obligation, to obtain insurance against theft and physical damage, and
<br />add an insurance fee to the amount due from YOU, on which WE make a profit
<br />14. DEFAULT: YOU are in default of this Lease if any of the following occurs. a)
<br />YOU fail to pay any Lease Payment or other sum when due; b) YOU breach any warranty
<br />or other obligation under this Lease, or any other agreement with US or any Software
<br />license agreement; c) YOU, any partner or any guarantor dies, YOU become insolvent or
<br />unable to pay YOUR debts when due; YOU stop doing business as a going concern; YOU
<br />merge, consolidate, transfer all or substantially all of YOUR assets; YOU make an assign-
<br />ment forthe benefit of creditors or YOU undergo a substantial deterioration in YOUR finan-
<br />cial condition; d) YOU, any guarantor or any partner, voluntarily file or have filed against
<br />YOU or it involuntarily, a petition for liquidation, reorganization, adjustment of debt or sim-
<br />ilar relief under the Federal Bankruptcy Code or any other present or future federal or state
<br />bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for YOU or it
<br />or a substantial part of YOUR or its assets; or e) YOU, YOUR owner(s) or any guarantor(s)
<br />are listed on a US or foreign government sanctions list or are subject to sanctions there-
<br />from.
<br />15. REMEDIES: WE have the following remedies if YOU are in default of this Lease:
<br />WE may declare the entire balance of the unpaid Lease Payments for the full term immedi-
<br />ately due and payable, sue for and receive all Lease Payments and any other payments then
<br />accrued or accelerated underthis Lease or any other agreement plus the estimated fair mar-
<br />ket value of the System at the end of the originally scheduled term or the End of Lease Option
<br />Price ("Residual"), with all accelerated Lease Payments and the Residual discounted at the
<br />lesser of (a) a per annum interest rate equivalent to that of a U.S. Treasury constant maturity
<br />obligation (as reported by the U.S. Treasury Department) that would have a repayment term
<br />equal to the remaining Lease term, all as reasonably determined by US, or (b) 3% per
<br />annum, but any to the extent permitted by law; charge YOU interest on all monies due US
<br />at the rate of eighteen percent (18%) per year from the date of default until paid, but in no
<br />event more than the maximum rate permitted by law; charge YOU a retum-check or non-
<br />sufficierdfunds charge ("NSF Charge") of $25.00 fora checkthat is returned for any reason;
<br />cause Software Licensor ("Licensor") to terminate all of YOUR rights to use any or all of the
<br />Software; and require that YOU return the System to US and in the event YOU fail to return
<br />the System, enter upon the premises peaceably with or without legal process where the
<br />System is located and repossess the System. Such return or repossession of the System
<br />will not constitute a termination of this Lease unless WE expmssy notify YOU in writing. In
<br />the event the System is returned or repossessed by US and unless WE have terminated this
<br />Lease, WE will sell or re -rent the System to any persons with any terms WE determine, at
<br />one or more public or private sales, with or without notice to YOU, and apply the net pro-
<br />ceeds after deducting the costs and expenses of such sale or re -rent, to YOUR obligations
<br />with YOU remaining liable for any deficiency and with any excess being retained by US. The
<br />credit for any sums to be received by US from any such rental shall be discounted to the date
<br />of the agreement at soc percent (6%) per year.
<br />YOU am also required to pay @ all expenses incurred by US in connection with the
<br />enforcement of any remedies, including all expenses of repossessing, storing, shipping,
<br />repaiting and selling the System, and (i) reasonable attomeys' fees.
<br />16. PURCHASE OPTION: Upon expiration of the Lease term, provided YOU are
<br />not in default, YOU shall have the option to purchase all but not than less than all of the
<br />System on the terms as indicated in the End of Lease Options checked above. WE will
<br />use OUR reasonable judgment to determine the System's fair market value for all FMV
<br />purchase options which shall be based on the System remaining in place.
<br />17. SECURITY DEPOSIT. Any security deposit is non -interest bearing. WE may
<br />apply any security deposit to cure any default by YOU, in which event YOU will promptly
<br />restore any amount so applied. If YOU are not in default, any security deposit will be
<br />returned to YOU at the termination of this Lease.
<br />18. WARRANTIES: YOU warrant and represent that the System will be used for
<br />business purposes, and not for personal, family or household purposes.
<br />19. UCC FILINGS AND FINANCIAL STATEMENTS: YOU authorize US to file a
<br />financing statement with respect to the System. and grant US the right to sign such
<br />financing statement on YOUR behalf. If WE feel it is necessary, YOU agree to submit
<br />financial statements (audited if available) on a quarterly basis.
<br />20. UCC — ARTICLE 2A PROVISIONS: YOU agree that this Lease is a Finance
<br />Lease as that term is defined in Article 2A of the Uniform Commercial Cade ("UCC'). YOU
<br />acknowledge that WE have given YOU the name of the Supplier of the System, including the
<br />Licensor of the Software. YOU acknowledge that WE did not and will not create, manufac-
<br />ture, supply, distribute or license (i) the Software or (ii) any other software that subsequently
<br />may be installed in or used in connection with the System. WE hereby notify YOU that YOU
<br />may have rights under the contract with the Supplierand/or Licensor and YOU may contact
<br />the Supplier and/or Licensor for a description of any rights or warranties that YOU may have
<br />under the supply contract and/or Software agreement YOU also waive any and all rights and
<br />remedies granted YOU under Sections2A-508 through 2A 522 of the UCC,
<br />21. CHOICE OF LAW: This Lease shall be deemed fully executed and per -
<br />farmed in the Commonwealth of Pennsylvania and shall be governed and construed
<br />in accordance with the laws thereof. YOU consent to and agree that exclusive juris-
<br />diction, personal or otherwise, over YOU and the System shall be with the Courts of
<br />the Commonwealth of Pennsylvania or the Federal District Court for the Eastern
<br />District of Pennsylvania solely at our option with respect to any provision of this
<br />Lease. YOU ALSO AGREE TO WAIVE YOUR RIGHT TO A TRIAL BY JURY.
<br />22. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS: This Lease contains the
<br />entire agreement and understanding. No agreements or understandings are binding on the
<br />parties unless set forth in writing and signed by the parties. Any provision of this Lease which
<br />for any reason may be held unenforceable in any jurisdiction shall, as to such jurisdiction, be
<br />ineffective without invalidating the remaining provisions of this Lease. THIS LEASE IS NOT
<br />INTENDED FOR TRANSACTIONS WITH A SYSTEM COST LESS THAN $1,000.
<br />23. MISCELLANEOUS. YOU agree that this Lease may be executed in counter-
<br />parts and any facsimile, photographic or other electronic transmission and/or electronic
<br />signing of this Lease by you when manually countersigned by US or attached to OUR
<br />original signature counterpart and/or in OUR possession shall constitute the sole original to
<br />chattel paper as defined in the UCC for all purposes and will be admissible as legal evi- M
<br />dence thereof. At OUR option, WE may require a manual signature. o
<br />YOU authorize US to contact YOU about YOUR accounts in any way, including at any c
<br />number or email address at which WE believe WE ran reach YOU, even if YO re o
<br />charged for such contact by a provider.
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<br />DLL® and BLL Financial Solutions Padnersm are registered service marks or De Lage Landen International B.V. Page 2
<br />of 2 Initials
<br />02020 NI Rights Reserved. Printed in the U.S.A. OrrFD §0 720 430
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