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R94-127
RESOLUTION NO: R94-/,~' A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH, FLORIDA AND MILNER DOCUMENT PRODUCTS, INC., PROVIDING FOR A REPLACEMENT COPIER FOR THE WEST WING OF CITY HALL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach is desirous of replacing the Lanier Copier, Model 6260 currently in the west wing of City Hall with a Lanier Copier, Model 6755; and WHEREAS, upon recommendation of staff, the City Commission of the City of Boynton Beach, Florida deems it to be in the best interest of the city to enter into a Lease Agreement with MILNER Document Products, Inc., for a Lanier Copier, Model 6755 for the west wing of City Hall. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach, Florida hereby authorizes and directs the Mayor and City Clerk to execute a Lease Agreement for a Lanier Copier, Model 6755 for the west wing of City Hall, between the City of Boynton Beach, Florida and Milner Document Products, Inc., a copy of said Agreement being attached hereto as Exhibit "A". ~ This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this ~ day of August, 1994. CITY OF BOYN~'ON BE_~ACH, FLORIDA Mayor /-7 j Mayor Pro T i :~ EQUIPMENT INFORMATION a Thea_bovedeacribed ~.v.v-./ or- D.~,'m-~,,3 ~ ('Lessee") warrants that it has funds ,v-a,abi, tnn~,,.~,~;-,=~. ymen_ta") until the encl of Its currant appropriation period end warranls that it w,'ll rc~u~t fmT,~-~-~,~-=~,~ ~...~. · . . . .... ,,~,--=ae t ~.~e). ,[Lessee perlochcaily requests Iram its legislative body of lundin authod funds .... ~I~'""~'v"'~"~ /~. ,'.a~, .~. ]g I..~,~= ell ~.4 .,,.aW,u,.~m,U: .r~ u~e mmaf~g tn gooa i~ oi, SUChr~ . eq ues[ m accorclance with' appropnate' p oceaurea and v~th me axarcis~ of reasoname care ~ chli enc. h I ' .. - - . . ~ g e. suc eg~sl~ve body or funcling authori cl,.,,=~ ap.p. top. da. re funds ~ be. pe~l__ ~ Lessor for the alm3ve described Equipment ("F~,uinment"~ Lessee ,,,-.. nou .. .. --~ _r-:::. ,, ":.'z, -,..--, ,.'".," ce to Lessor. e. ecuve ,O dat$ after the grv, ng of such not~ce or upon the exhau~,~ of the fund,rig authodz~ for the ~en current ap _propriatlon perioc, whichever is ~er. return ~e Equipment to Lessor. ar Lessee's exi3ense: and thereupon. provided: (1) In the event Lessee returns the Equipment pursuant to the terms of this Addendum, Lessor shall retain all sums paid hereunder by Lessee, including J~e Secudty Deposit (if any) specified in the Lease. if the provisions of this Adc endure are utilized by Lessee, Lessee agrees not to purchase, lease or rent any other functionally simila' equipment f(~' the balance of the Lease term following Lassee's exercise of its termination rights hereunder. This Addendum will not be cOnsln~ed so as 1~ permit the Lessee to terminate ihe Lease in order to acquire any other equil~'nent or obtain funds dire(:tly of indirecdy to perform essentially the same applicelJon for which the Equipment is intencled. ' ' ACCEPTED BY LESSOR- $111 Mlll~Rilam~ PflgdqdinlA~A I(M~ ~ C~MMENCi~IENT OATE LFJ~£ NUM~ LESSEE INFORMATION CtJ3TOMF..R NUMa~FI EOUIPMENT INFORMATION' NUMBER & AMOUNT OF LEASE PAYMENTS Provided the Lessee has complied with all of the terms, conditions, covenants and provisions of the above Lease Agreement, Lessee may choose to exercise one of the following options at the end of the lease term: 1. Lessee upon written notice to Lessor may purchase all, but not less than all of the equipment, leased under the above Lease Agreement, on an AS-IS, WHERE-IS basis and without warranty by the Lessor for one dollar ($1.00). The above option will be cancelled if all amounts due under this provision plus any other amounts due under the terms and conditions of the above Lease Agreement have not been paid to the Lessor within ten (10) days after the expiration of the above Lease Agreement. 2. Lessee may return the equipment to Lessor as provided in the Lease Agreement. 1991 All RioN~ LESSOR. SIGNATURE'- ,sior~ x Tale DaB LEA,li C~INBICEME]fl' gATE. LF.~! NUIII~I CIi&'fQIIig I~IN~ER LESSEE INFORMATION {~m~) ~ ~'~ ~0~ ~6 t 709'5ff'~ ~/~ ~ 251542 / cno~ ~ ~e ~e ~ f~l~n~ o~o~ at~ ~d of~e~ t~ / / ~ Le~e Agree~m nave not tMen prod to ~e ~Mffi~ ~ (~) daye ~r ~e e~ of ~e ~ / ~y ream ~ equip~n· to L~r ~ ~d~ in ~e ~o 2. Le.~ / / / / / / / / / / / / / / / / / / / / / i LESSOR SIGNATURE m~dmX 11Ei ~. ~:~_ Opinion of Counsel Letter 1055 We~lakcs Drivg Bcr~n. PA 19312 Ocn~i~: Thc undersigned is Courts(i for tho Lgss~ ' Lcasc Agreement, and as such I am able to t~ndor a lc~al opinion 1. The Le. ssee is a public b. xl¥ coqmmte and auti~ by ~le Constitution and laws of the state ~tions contemplated by t m l.eam .~~ 2. Th~ ~ set forth abovc has bout, valid, lcgal and binding agrc~mnt enforcod~lo 3. No furor approval, governmental and transactions con .mptaed the..eby. 4. Thc entaring into and any judgment, order, law or re. pdatim under, or result in the c.~va~oo of any Lgsse or dm equipment pursua.u to I imumment by which tho Lgsse: is ' 5. Them am no a~dons affccting the Lessee in determined, will have a Aar~.monc / / / / / / / / / / / / thc Lease Agrgomcnt or any tcrms havc thcroin. execution ;md delivcry of thc ,om its obligations the, rcundea. c~ecu~l and de/ivercd by thc ~ and ccnstitutc~ a its Ire'ms. is required from any federal state or local x pcrformanco by tho Losse= of the t.cnso Agrccmcnt and tho othor related docm~.nts will not violalg to the Lessen or result in my tmsa~ of, or constituta a clofault security intarest or ~ ancumbrancc upon any assets of tl~ morlgoge, dged of trast, bank loan, credit agnmmcm or odmor which i~ or its as~ms may be bound. :or, to tho knowlod~o of thc Lesseo, du-oa~ncd apinst or governmental commission, boazd or nuthodty, which, if adversely ~1 adve~sa offoct on tho ability of tho Lossee to perform its obligations under tho t, aaso and, when subjoct-to tim by the Lessee, will uot bc or bo:omc fixtures .. the awa~l of the Lease have been followed by ~ ~ in tko Lea~ Agn~nenr~ Lem~ has ~ ~ty(~ or o~) m ~ ~ ~ ~~ of~A~ TITLE: Ma_vor _ ,/ 'APP__: CiTY ATTORN~'Y LESSEE INFORMATION Fu,,Le0a,.ame C.' yc Billing Address ~0. ~eX ~/0 State ~Z. Zip 3~' ~3~end Invoice to Attrition of Fed. Taxl. D Phone (~¢~) 3~- ~3~0 OBA Name flf Any~ EQUIPMENT iNFORMATION (Ifnotsameasa~o~) ~e~r ~t~ t ~ld~ ~T. leRe. '/'t~ . NUMBER & AMOUNT OF LEASE PAYMENTS NUMBER OF LEASE SALES TOTAL LEASE LEASE PAYMENTS PAYMENT -I' TAX = PAYMENT erms of Lease in Months ~ Payment Frequency ~(Monthly - Quarterly % Other FIRST PAYMENT AMOUNT- SECURITY FIRST PERIOD DEPOSIT ,,I- PAYMENT -f. OTHER -- *Make check payabie to Tokai Financia .~ervices. Inc. TOTAL PAYMENT ENCLOSED* LESSEE SIGNATURE THE LESSEE AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN BOTH SIDES OF THIS LEASE, AND IN ANY ATTACHMENTS TO SAME (ALL OF WHICH ARE INCLUDED BY REFERENCE) AND BECOME PART OF THIS LEASE. THE LESSEE ALSO ACKNOWLEDGES TO HAVE READ AND AGREED TO ALL THE TERMS ANO CONDITIONS, AND UNDERSTANDS 1'HAT THIS IS A NON-CANCELLABLE LEASE FOR THE FULL TERM SHOWN ABOVE. LESSEE FURTHER ACKNOWLEDGES _ . FHAT THE LEASED EQUI~MF.~T IS. ~'"NEW ---- US.,.~ED ' (LEASE MUST BE%IGNEO BY AUTHORIZED CORPOR~RCER. PARTNER OR PROPRIETOR) For C~g,~V' O~c ~O, Vn"~,n ,t~-e.,/t Legal Name of Corporation or Pannership 'EASE SHALL NO'r BE RINgiNG UPON LE. OR OR BECOM'= PFEOT,VE UN L AND UN.SS ECU S m'= 'EASE. TH S LEASE S NOT INTENDED FOR HOME OR PERSONAL L!SEOR FOR TRANSACTIONS WITH AN EQUIPMENT COST LESS THAN $1000. E LEASE GUARANTY OR TO ENTER iNTO THE WITHIN LEASE, THE UNDERSIGNED UNCONDITIONALLY GUARANTEES T~OR ~HE Pf~OMP%?.~YMENT WHEN DUE. OF ALL OP LESSEE'S OBUGATIONS TO LESSOR UNDER THE LEASE LF.,,q~R SHALL NOT BE REQUffi~[TO PROCEED AGAINST LESSEE OR THE EQUIPMENT OR ENFORCE ANY OTHER ~DY BEFORe' PROCEEDING AGAr,[.THE UNDERSIGNED THE UNDERSIGNED WNVES NOTICE OF ACCEPTAN~[~J~EREOF AND ALL OTHER NOTICES OR D~,~ND OF ANY KIND TO WHICH THE UNDERSIGNED MAY BE ENTIT!~I'FIE UNDERSI-GNI~[~ CONSENTS TO ANY EXTEN~S OR MODIFICATION GRANTED TO LESSEE AND THE R ELEA~[,"~q D/OR COMPROMISE OF ANY__O_BJ.I_GATIONS OF LESSEE"~ANY OTHER OBUGORS ANO GUARANTORS WlTHO~,~l ANY WAY RELEASIN(~ T~iE UNDERSIGNED ~OM HISOR HER~(~[,JGATJONS HEREUNDER. THIS IS A CONTINUJJ, iC'~GUARANTEE AND SHALL NOT BE DISCHARGED OR AFFECTED BY DEATH~'~F~THE UNDERSIGNED. SHALL BIND THj~RS, ADMINISTRATORS r REPRE~SEN~ ~_CESSORS AND ASSIGNS O~'Id~pERStGNED AND MAY BE E~i~I~RCED B'Y Off FO~ THE ~E~I~ ASSIGNEE Off SUCCESSOR OF LESSOR THIS G'~ANTY 1S GOVERNED~,,Y~8,ND CONSTRUED iN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVA~,~ .~' .............. Signature X Print Name CityHome Address Soc. Sec. No. Date Signature X Print Name Home Addre~a. City/ S~ec. No Date Phone '~ Zig Phone State TERMS AND CONDITIONS OF LEASE AGREEMENT LEASE. The Lessor leases ~o Lessee. and the Lessee leases from Lessor the EOUIDm~ aescnbea aoove (and on any attached schedule) including all replacement ~ans, reoa~rs, addmons a accessones (called 'Equ~pment'l on the terms and conditions on/he face and reverse side of tins Lea (and on any attached scheduleL The amount of eacn Lease Paymenr ts based on the suDDl~er's oesr estimate of the cost of E qu 2ment including (if applicable ) ~nstallabon and other related ~csts and the estimated sates or Jse The Lease Payments will be adlusted nroDortlonately upward or downward if the acrual total Cost of ti Eou~omen! or me sa~es or use tax is more or less th~n the estimate and. tn that event. Lessee au|horlzl Lessor to adluSt the Lease Payments by up to fifteen bercent f 15%t. If Lessor has not accepted the Lea: w[tmn :n~r~y f 30) days of the date Lessee s~gned the Lease. Lessee authorizes LeSSor to ~nc reese the Lea! Payments TO lncrease the ImDItolt rate of the Lease Payments in an amount equal to any increase in the ra of two-year Treasury Notes from the date .essee signed the Lease to the date Lessor accepts the Leas 2. TERM AND RENT. The Lease goes into effect and the term of tne LeeSe beqlns when it ~S sigr~ and acceoteo Dy Lessor and continues until all obligations of the Lessee nav~ ~een ruer t'Lea! Commencement Date')_ Any initial Lease Payments, and any security deposit, are not refundable if Less( fails to meet any of the terms, covenants and conditions of the Lease. The first Lease Payment will be dt on ~he date me Lease ~s accepted by Lessor or any later date deslgnatad by Lessor The second Lea~ Payment will be due on the date designated m wrnmg Dy Lessor or on the same day of the foJlowlr~g mort designated for the first Lease Payment and subseauent Lease Payments (or Diner lime bongo designated above) until the balance of the Lease Payments and any additional Lease Payments exoenses chargeable to Lessee under th~s Lease shall have eeer~ oaid ~n full. Lessee's obligation to pi such Lease Payments is absolute and JncondJtional and is not subject to canceuatlon, rscuctlO¢., set-o defense or counterclaim AIl Payments shall Be made to Lessor at ns address sr~wn adore or such o~h~ place as Lessor in writing directs. 3 DELIVERY AND ACCEPTANCE. Delivery and installation arrangements and costs (unle~, ncluoed ~n the COSt Df the Equipment to Lessor and upon which the Lease Payments were comourea j al the sole responsibility of Lessee Lessee agrees to acceot the Eaulpment when delivered and to s,gn th Equipment Acceptance and Purchase AUthOrization supplied by Lessor. Lessee agrees to assume th rls~ of any damages ~f the supplier tats to deliver 3r delays in the delivery of the Eouloment. or if th Eau~oment rs unsatisfactory for any reason. Lessee's signing the Equipment Acceotance and Purchas Authorrzatlon confirms mat me Equipment is acceptable to Lessee. If Lessee cancel s or terminates this Lease before the Eduloment is delivered or if Lessee tails or refuse to sign the Equloment Acceotance and Purchase Authorization within five (5) business days after th Equlpment s delivered. Lessor may cancel the Lease and Lessee shall assume Lessor'S hunts an OolJgatton s to purc hose the Equ ibment. Lessor may presume that the Equipment is ~n good operabn g ora~ and accepted by Lessee unless Lessee gives Lessor written notice to the contrary within five (5) busines days after the delivery date and if Lessee '~oes not notify me Lessor. Lessor may purchase the Equtomer and the Lease term meg ns on the dehvery date. 4 SELECTION OF EQUIPMENT; DISCLAIMER OF WARRANTY. Lessee has selected both th Eouioment and the supplier from whom Lessor agrees to purchase the Equipment at Lessee's reaues LESSEE ACKNOWLEDGES THAT LESSOR HAS NO EXPERTISE OR SPECIAL FAMILIARITY CONCERN lNG THE EQUIPMENT OR ITS USE. LESSEE AGREES THAT THE EQUIPMENT IS LEASED 'AS-IS' AN[ IS AS SPECIFIED BY LESSEE, THAT IT IS SUITABLE FOR LESSEE'S PURPOSE AND THAT LESSOR HA,' MADE NO REPRESENTATION OR WARRANTY ABOUT THE BUITABILITY OR DURABILITY OF EQUIPMENT FOR THE PURPOSES AND USES OF LESSEE. OR ANY OTHER REPRESENTATION OF WARRANTY, EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILIT' AND FITNESS FOR A PART CUt_AR PURPOSE LESSOR FURTHER DISCI_~IMS ANY LIABILITY FOF LOSS. DAMAGE OR INJURY TO LESSEE OR THIRD PARTIES AS A RESULT OF ANY DEFECTS. LATEN' OR OTHERWISE IN THE EQUIPMENT WHETHER ARISING FROM THE APPLICATION OF THE LAWS OF STRICT LIABILITY OR OTHERWISE. If the Equipment is no~ properly installed, ages not o~erate a~ represented or warranted by the supplier and/or manufacturer or is unsatisfactory for any reason, Lesse~ shall ma~e any claim only against the supplier and/or manufacturer and waives any SUCh claim agalns Lessor and shalr nevertheless pay Lessor ali Lease Payments under this Lease. So long as Lessee ~s no ~n breach or default of this Lease, Lessor hereby assigns to Lessee any rights WhiCh Lessor may nov( against the supplier and/or manufacturer for breach of warranty or other reoresentation respecting item of Equipment. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY SALESMAN. EMPLOYEE REPRESENTATIVE OR AGENT OFTHE SUPPLIER S AN AGENT OR REPRESENTATIVE OF LESSOR, ANE THAT NONE OF THEM IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITIOi~ OF THIS LEASE OR MAKE ANY REPRESENTATION OR WARRANTY ABOUT '~HIS LEASE OR TH~ EQUIPMENT Lessor makes no warranw as to the treatment of this lease, for tax or accounting purposes 5, TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION. The Lessor holds title to the Equipment. and title shall not Dasd to Lessee. Lessee has the fight to maintain Possession and use the Eauloment for the full lease term provided Lessee complies with the terms and condibons of th~s Lease. The Eauipment is aeemec personal propert~ even though the Equipment may become attached to any real estate. Lessee agrees not to assign or permit a lien to be oJaced upon the EOulDment or to remove the Equipment from ~ts place of installation without Lessors prior written consent If reouested Dy Lessor. Lessee will oo~aln and deliver to Lessor waivers of interest or liens, satisfactory to Lessor. from ail oersons EQUIPMENT ACCEPTANCE & PURCHASE AUTHORIZATION (To be signed after Equipment Installation) ON BEHALF OF LESSEE i HEREBY CERTIFY THATALL OF THE EQUIPMENT REFERRED TO IN THE ABOVE LEASE HAS BEEN DELIVERED TO AND HAS BEEN RECEiVED BY THE LESSEE, THAT THE INSTALLATION OR OTHER WORK NECESSAfiY PRIOR TO THE USE THEREOF HAS BEEN ~,OMPLETED THAT THE EQUIPMENT HAS BEEN EXAMINED BY THE LESSE~S iN GOOD OPERATING ORDER AND CONDITION ~0 IS IN ALL RESPECTS, SATIS FAC T(~I~I~I~d, LE~E ~. ~ff~rThl,~ '~t.~ EQUIPMENTIS ACCEPTED BY THE LESSEE FO.i~i~LL PURPOSES UNDER THE LEASE. ACCO'~dF~U~fZL~J&S~OR" TO PURCHASE THE B'~IIPMENT. / ~ ~ / Signature ;]Fk~.~,/./ .~//~)~ / ~ ATTORNEy Print Nan1,'i ~.~../-,/,~,,~,a'~,~V/~'~I$, Titte/~'~'~,~ Date For ~'! ~ O~G _~,~ ~? ~ ~ ~ y Legal Name 0f Corporation 0r Pa~nership ACCEPTED BY LESSOR Signature X Title For Tokai Fi.ac[al Sendces, I1~. Date FOR OFFICE USE ONLY Lease Commencement Date Lease Number PHnted on R~cycl~d Paper LESSEE INFORMATION Billing Address ~ ~A~ I00 E. ~eY~ ~ ci~ ~ov.~u ~c~ Coun~~~ State ~ ~ Z~D ~ ~nd Invoice [0 AEentien of DBA Name (If Any) Equipment Location (If not same as above) EQUIPMENT INFORMATION . County State __. Zip QUANTITY MODEL NO EOUIPMEN f DESCRIPTION ATTACH SCHEDULE tF NECESSARY} ........ NUMBER & AMOUNT OF LEASE PAYMENT8 NUMBER OF LEASE SALES TOTAL LEASE LEASE PAYMENTS PAYMENT + TAX = PAYMENT 36 T 709.50 , N/A 25,54.,Z' Terms of Lease in Months Payment Frequency ~ll~Monthly [] Quarterly [] Other /' £ FIRST PAYMENT AMOUNT- / SECURITY FIRST PERIOD / TOTAL PAYMENT DEPOSIT .I- PAYMENT '!' OTHER ~/ ENCLOSED* ~* aPe check payable to Tokai Financial Services, Inc. / APPR~ ED 0 FOR --SIGNA/~RE -/ THE LESSEE AGREES T0 ALL 0F THE TERMS AND C0NDITI0NS Oi~AiNED IN BOTH SiDE~ ~SEOAN~D iNI~~'/~- ~ET~HZEsN~SAJKONSoAwMbEE.( .AL,.L.O_F_ ~/.H.I_CH_~RE INCLUDED SY R~LCFBENDE) ANO BECOME PART OF ~1~'1'~::' T ...... E. ~^.U~W.L. ,~U~ ~, ~. ~- ,U~?.E-R_ -E~- -A~I_ D AeREED T~LL TH E TLR MS ~D CON DITIONS, ~ D U ND~ST~DS n~Hn'~ ~ a raU~-b~mbt:LL'a~U: LEA~t:JbOR THE FULL TEfAIM SHOWN ABOVE LESSEE FURTHER ACKNOWLEDGES Signatur~~~.~ Date F~,._~ (LEASE ",ST. SI NED BY A,THORj O C0RP0¢ ,lC , P* NER 0, PR0"l 0Ri PrintName ~o ~- ~ Title lv{a'~ For (~'~-r¥ ~,~ ~x:~¥~,l""o~lr~[;f~'A--'A~ LegatNameofC0m0rati0n0rPartnershio ? ,v. u¢ OS LESS THAN $1000. ~- LEASE GUARANTY- SSOR TO ENTER iNTO T~E WITHIN lEASE. THE UNDERSIGNED UNCONDITIONALLY GUA~NTEES THE PF~OfT~[PAYMENT WHEN OUE OF ALL OF LESSEE'S OBUGATIONS TO lESSOR UNDER THE LEASE L~?~I~R SHALL NOT BE REQ~D TO PROCEE=[~NNST LESSEE OR THE EOUtPMENT OB ENFORCE ANY OTHERJ~r,~IEDY BEFORE PROCEEDING AG'AINST THE UN~ERSIGNED. THE UNDERSIGNED WAIVES NOTICE OF ACCEPTAN~'~IEREOF AND OTHEE NO~ICES OR~,~I.~N~'OF ANY KINO TO WHICH THE UNDERSIGNED MAY BE ENTIT~J~'. THE UNDERSIGNED CONSENTS TO ANY E)~E~,I§ OR MODIFICATION GRANTED TO LESSEE AND THE RELEA~%"AND/OR COMPROMISE OF ANY OBUGATIONS OF LE~I~ A~Y OTHER OSUGORS AND GUARANTORS WlTHOJJ,?IN ANY WAY RELEASING T~ ~iG~ NED FROM HIS OR HE'~M~ILtGATIONS HEREUNDER. THIS IS A CONTIN~[jN~ GUARANTEE AND SHALL NOT BE ~TED BY-DEA~t~:-f~E UNDERSIGNED SHALL BiND ~r~'l~~R§ ~ESSOR OF l~§~6~'~ T-~I~TY IS GOVERNED~AND CONSTRUED IN ACCORDANCE W~H T~ Signature X ~, ~ Print Name Print Name _,./'~,~__ For Home Address _// Soc. Sec. No. /~' Date _ P~one~ Signature'X ~ ~~. Print Name / C[ty,//' -- State Zip /~ Sec. No. Date Phone TERMS AND CONDITIONS OF LEASE AGREEMENT 1 LEASE. The Lessor !eases to Lessee anqc-the Lessee leases from Lessor the Eau~eme descrloed above [and on any attached schedule) lr)eludmg ail replacement oar~s, repairs, addltlons ar accessories (called "Equ{oment'} on the terms ar~conditicns on the face and reverse side of fh S Lea., (and oh anv attached schedule~ The amounr of eacn Lease Payment is/~ased on the suppiier's best estimate of me cost of [r The Lease Payments Will De adjusted p~'eportlonafeJy upward or downward if the actua to,al cost of ~b Equipment or the sales or use tax is/~'f~re or less than the estimate and. m that event Lessee au hot Ze Lessor to adlust me Lease Payme~n~ by up to fifteen percent ( 15%}. f Lessor has no accepted the Leas withe thirty (30) Days of the date l~essee s~gned the Lease Lessee authorizes Lessor to mcrease the Leas Payments to increase The imp ~l~it rate Of the Lease Payments in an amount equal to any Increase m the rat of twowear Treasury Notes..flC~m the date Lessee signed t~e Lease to :ne Dare Lessor acceots the Least 2 TERM AND RE ,!~. The Lease goes ltd effect and the term of the Lease eegms when r: ~s s~gne and acteD`red Dy Le,.~or and conbnues until all obllgauons of the Lessee have been met FLeas Commencement D a~e'"'L Any inlIlal Lease Payments. and any secur Iy Deposit. are not refundable ii Lesse falls to meet any of 4he terms, covenants and conditions of the Lea~e The first Lease Payment will De du on me date [neJ~ase is accepted by Lessor or any la,er date DesignateD by Lessor. The second Leas Payment will t~ due on the da'~e oesigna~eo m writing.Dy Lessor or on the same Day of the [oiJowlng mon`[ oesrgnated,.~r the firs'[ Lease Payment and subsequent Lease Paymen'[s shell De Due on (ne same da of each f :c~0wlng mort h (or other time I:)enod es designated above~ untrl the balance of the Lease Payment andan~yraddlflOnalLease ~aymentsorexpensescnargeaoletoLesseeunoertnlsLeasesna naveoee pald?h full. Lessee's obhgetion o pay such Lease Payments is absolute and uncondltlonet and is nc sul~ect to cancellation reduction, set-off, defense or 2o~nterclalm. All payments snail De made to Lessc aE'~ts address shown adore or such Other olace as Lessor in writing directs. 3. DELIVERY AND ACCEPTANCE. Delivery and installation arrangements and costs (umee~ incluoe~ in ir`re cost of the Eoulpmen~: to Lessor Brio upon wnlc~ the Lease Payments were comeu[eo) [ne sole responslbdjty of Lessee. Lessee agrees to accept the Ecu pmen~ when dehvered and [o s,gn Equipment Acceotance and Purchase Authorization suoolied by Lessor. Lessee agrees to assume r~SK 3f any damages if the sucDiler fails to deliver or delays m [ne dshvery ct the EQuicment. or ff the Equ pment is unsatisfactory for any reason. LeeSee's signing the Equipment Acceotance and Puronas( Authorization confirms that the Equipment is acoeptaole to LeSSee. ~ ' .................. ;- -'~S `this Lease before the Equipment ,s delivered Or if .essee falls or refuse., nce and Purchase Authorlzabon within five (5) business Days after th~ may cancel the Lease and Lessee shall assume Lessor s rlgr~ts eno ~e delivery ~MENT; DISCLAIMER OF WARRANTY. Lessee has selec~ec ode me ,T LESSOR HAS NO EXPERTISE OR SPECIAL FAMILIARITY CONCERN- SE. LESSEE AGREES THAT THE EQUIPMENT IS LEASED 'AS-IS' AND -tAT IT tS SUITABLE FOR -ESSEE*S PURPOSE. AND THAT LESSOR HAS OR WARRANTY ABOUT THE SUITABILITY OR DURABILITY OF THE SES AND USES OF LESSEE, OR ANY OTHER REPRESENTAT DN OR _lED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTAB _ITY LAR PURPOSE LESSOR FURTHER DISCLAIMS ANY _lABILITY FOR LESSEE DR THIRD PARTIES AS A RESULT OF ANY DEFECTS LATENT MENT WHETHER ARISING FROM THE APP _.CATION OF THE LAWS OF VISE. If [ne Equipment is nor erooeny installed, aoas not operate as in Drench or default of this Lease Lessor hereoy aselgns to Lessee any rlgnts wn*ch Lessor may nave item of Eeu~oment. LESSEE ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY SALESMAN EMPLOYEE. REPRESENTATIVE OR AGENT OF THE SUPPLIER iSAN AGENTOR REPRESENTATIVE OF LESSOR. AND THAT NONE OF THEM IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROViSiON OR CONDITION OF THIS LEASE. OR MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIPMENT. Lessor makes no warranty as to the treatment of this lease, for tax or accoummg purposes 5. TITLE, P~NAL PROPERTY, LOCATION AND INSRECTION. The LeSSor hOldS tit S to me Equipment. enc title shall not paSS to Lessee Lessee has me ngm to mamtaln possession and use me Equipment for [ne full lease term provided Lessee complies with the terms and cond~bons of this Lease The Equipment is deemed oersonal property even [nougn the EQuipment may oecome a[~acned fo any the Equipment from ~ts place of installation Without Lessors prior wrmtten consent. If reoueeted by Lessor. Lessee will o~aih and deliver to Lessor waivers of interest or liens, satisfactory to Lessor. from a I persons EQUIPMENT ACCEPTANCE & PURCHASE AUTHORIZATION-- - (To be signed after Equipment Installation) ON BEHAU: OF LESSEE I HEREBY CERTIFY THATALL OF THE EOUIPMENT REFERRED TO IN THE ABOVE LEASE HAS BEEN DELNERED TO AND HAS SEEN RECEIVED BY THE LESSEE, THATTHE {NSTALL~TiON OR OTHER WORK NECESSARY PRIOR TO THE USE THEREOF HAS BEEN COMPLETED, THAT THE EQUIPMENT HAS BEEN EXAMINED BY THE LESSEE AND IS IN GO00 OPERATING ORDER AND CONDITION AND IS IN ALL RESPECTS, SATISFACTORY TO THE LESSEE. AND THAT THE EQUIPMENT IS ACCEPTED BY THE LESSEE FOR ALL PURPOSES UNDER THE .EASE. ACCORDINGLY, { AUTHORIZE LESSOR TO PURCHASE THE EQUIPMENT. Title . Date . Legal Name of Corgorat on or Partnershio ACCEPTED BY LESSOR Signature X Title Date_ For Tokai Fina.cial Ser~ices, Inc. FOR OFFICE USE ONLY _ Lea_se_ Co_m_me_n?menj Date_ .......... Lease Numoer oroDer maintenance of the Equipment B USE, MAINTENANCE AND REPAIR. Lessee. a~ its own cost and expense *s reou~red IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST CF MAINTENANCE AND/OR SERV CE BEING PROVIDED BY SUPPLIER AND/OR MANUFACTURER LESSEE ACKNOWLEDGES THAT LESSOR S NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED MAINTENANCE &ND/OR SERVICE FOR T~E EQUIPMENT LESSEE SHALL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENA.,% .CE SOLE_Y TO THE SUPPLIER AND/OR MANUFACTURER AND LESSEE S OBL,GATiCN TO MAKE ALL RE'.~U~REC LEASE PAYMENTS SHALL REMAIN JNCOND~TID"4A~ ? ASSIGNMENT, LESSEE AGREES NOT TO TRANSFER SELL. SUBLEASE. ASSIGN. PLEDGE DR ENCUMBER EITHER THE EQUIPMENT OR ANY ~qlGHTS ~.NDER THIS LEASE dVITH~OUT THE PRIOR ~-"--'TTEN CONSENT OF LESSOR. Lessor may at its option ass gn its r!gnts and ~nteres[s under tis Lease 8. RETURN OF EQUIPMENT. At the end of the ease term or upon demand of Lessor. ~r the Lease [ne Lease. Either party Scall have the right to termmate the renewed Lease uoon t~lrty 30) days wizen notice to the other DarT/. at which time, Lessee will return the Eou~oment to Lessor f a defau [ exists, re[urn of the Eouloment shall not relieve Lessee from continued haD,liW under the Lease. 9 LOSS OR DAMAGE. Lessee assumes me entire risk of loss or destruct on of. or damage rd me damage to. or Ides or destruction Of the Equipment. Lessee shall promptly notlty Lessor in wntmg of such fact and shall, at the oBtion of Lessor (a) repair the Edu~pment to good condition and working order. (b) reBlace the Equipment with like equipment in good repair OOnditlon and working order, acceotaBle to this Lease and be deemed the Equipment. or c pay to Lessor the present value Of the total of all unpaid Lease Payments for the full Lease term Plus the estimated fair marKet value of the Equ oment at [ne end Of the Originally scheduled Lease term, all discounted at SlX percent (6%) per year wnereuocn this Lease shall terminate. All proceeds Of insurance received by Lessor as a result of such loss or damage wm ce aoolied, where applicable, toward the reolecement or repair of the EQuipment or the payment of obligations of Lessee. lO. INSURANCE. Lessee shall obtain, maintain and keep the Eou~pment ~nsured against all nsks of lOSS Or damage in an amount not less than the replacement cost of the EQuipment without deductible and public liability ~nsurance covering both Personal njury and property damage of at least $100 000 Der person and $300 000 per occurrence for bodily injury and $50,000 for Oroperty damage Lessor shall be h t e sole named loss payee on the prooerty insurance and shall be named as an additional ~nsured on the public liability insurance. Lessee Is required to pay all premiums for such ~nsurance and shall deliver proof cancelled without thirty (30) days prior written notice to Lessor. Lessee appoints Lessor as Lessee's a~orney-ln-faot to make claim for. receive payment of. and execute and sign all documents, CheCKS or drafts received in payment for loss or damage under any such msurance POliCy. Unless Lessee ts default LeSSee may with the prior whiten approval of Lessor settle and adjust all such claims. Lessee agrees if Lessee fails to procure, mamtain, and pay for such insurance Lessor rlas the right, out not the obligation, to obtain such insurance on behalf Of and at the exeense of Lessee. n the event Lessor doee -'btam such insurance. Lessee agrees to pay all costs thereof. 11. INDEMNITY. Lessee agrees to assume the risk Of tiabllrb/arising from the possession or use of .~ Equipment. The Lessee further agrees to defend and hold Lessor harmless from all claims and liaoll~es sing from the poseesslDe or use of the EdutDment and to indemnify and hold Lessor harmless from and ~alnst any loss or damage arising from the loss. disallowance or recapture of any tax benefits anticipated [o De realized by Lessor from the ownership of the Equlpme nj. The obligations contained in this oaragrapn continue oeyond the term[nation of this Lease if the hability occurred dunng the term of the Lease 12, DEFAULT. Lessee is in default Of this Lease on any of the follow~ng events: a LeSSee fails to pay any Lease Payme~ ~ other sum when due; c. Lessee, or any partner of Lessee if Lessee is a partnership, or any guarantor dies. oecomes insolvent or unable to pay debts when due: stops doing business as a gomg concern: merges. consolidates, transfers all or suDstant.ally all of its assets; makes an aselgnment for the benefit of creditOrS or undergoes a substantial detenoratlor, in its financial condition, or d. Lessee or any guarantor Of the Lease or any partner of the Lessee, ~f Lessee is a partnership, shall VOluntarily file Or have filed ac.]alnst it involuntari y. a petition for au dation, reorganization aa ustment of debt or s miler re ef under the Federal Bankruptcy Code or any other oresent or future federal or state oar~Kruptcy or insolvency iaw, Or a trustee, receiver or houldator shatl be appointed of it or a substantial Dart Of its assets. t3. REMEDIES. The following remedies are available to Lessor in the event a default should occur: Payments for the full lease term immediately due and payable, sue for and recedve all Lease Payments and any other Payments then accrued dr accelerated under th~s Lease or any other Leases plus the estimatec fair market value of the Equipment at the end of [ne ong~nally scheduled Lease Term. however, al! accelerated Lease Payments and the estimated fair market value of the EQu~oment shall be discounted to the date of the default at six percent (6 %) per year, but only to the extent eermitted by ~aw; b. Charge Lessee nterest on all monies due Lessor er me rate of ~gmeen percent (18%) per yea from the date of defau t unt pa d, but i~ no event more than the maximum rate permitted by law; c. Charge Lessee a retumed-che=k Or non-sufficient funds charge ("NSF Charge') to reimburse non-sufficient or uncollected funds such NSF Charge ds stipulated and liqu*oated at $25.00: and d. Require that the Lessee return [ne Equipment to Lessor and ~n the event Lessee fails to return the Equ~mem. enter upon the premises peaceably w~tn or w~thout legal process where the Equipment ~s OOatdd and repossess the Equ pment free from a claims by Lessee and without liability for trespass or ~ny damages. Such return or reoossess~on of the Eou~pment shall not constitute a termmatlon of this Lease unless Lessor express y nobf es Lessee n wr t ng ]n the event the Equipment ~s returned or repossessed ythe Lessor and un ess the Lessor has terminated this Lease, Lessor will sell or re-lesse the Equipment, 15, UCC FILINGS AND FINANCIAL STATEMENTS. Lessee au~norlzes Lessor t~ file a financm( [o ee created out only tO give eubhc notice of Lessors ownership of the Equipment. f this Lease is aeeme( a fee of $49 50 plus 1/10th of one percent (1%) of the ongmal Equ omen[ cost m excess of $50,000 00 tc cos[s. If the Equipment is lOCated in more ~nan one location. Lessee shall pay Lessor an additional fee o $10.00 for eec n adgi[ionaJ tiling required for each ad~iitional rocatlon. UPon request of Lessor. Lessee snal all financial statements furnished and to be furnished have peen ~.nd will be OreDared m accordance da[es of Oreoaration and submlssian of the financial statements submitted to Lessor 16. SECURII'Y DEPOSIT. Lessor ratams any required sec unty deposit as sec unty for the performance any default b'~ Lessee. m w~'llCh even[ Lessee wlli promotly restore any amount so applied, ff Lessee is not in default any security deposit w41 Be returned to Lessee at the termination 2f th~s L~ asa. 17. WARRANTY OF BUSINESS PURPOSE. Lessee hereby warrants and reoresents that [ne Equ~oment w~ll be used for ousmess purposes, and not for personal, family or household purooses tS. NOTICF- Written notices will De oeemec rd have been given wnen delivered personally or deposited in the United States malls, pos[age prepaid, addressed to such party at its address set fortn aoove or ar Such other address as SUCh 2arty may have subseduen[[y orovlded in writing. 19 SUPPUER'S CONTRACT. Lessor and Lessee agree that th~s Lease is a Finance Lease as that term is defined n Article 2A of the Uniform Commercial Code. Lessee acknowledges that Lessor has aoorlseo 20. LESSEE'S WAIVERS. Lessee hereby wa yes any and all ngn[s and reme.d~es granted Lessee by Sec~,o~s 2.A-508 through 2A-522 of the Un,form Commercial Code. V~ ~'~ ~-"~1~"~ ~ ~. ~ CliO!CE OF..L~.W. This Lea_se~as made in th~'CommonwpIth of Penn~lvania (by~.eeeor ~a.~ng counteralgrjea it in Berwyn, ~.~nnsylvania) anal'it is to be plfrl'ormed in tJ~e Commonllfeelth ot ~teylvania by~ason of the Lea~ Paymema reql~l~ed to be ml~de to Leeso~n Pennsylvania. This Lease shall in ~l'reepects be int~lrpreted and all tr~l~aactlona hi'under an~l~all rights a~t~ liabilitiee Vol the partiee~ersto shall be de,~ll~rmin...ed and gov~l~ned as to vaj~dity, interl~tstion, enfo~ement and effect by t~aws of the Com~nweelth of PennJfylvania, excJfpt for local jl~lng require~nts. Lessee coneantj~to and agrees thajl~ersonal iurisdlc)fon over LesSee and su~ect matter j¢is;liction over the Eo~pment shall be W~l~ the courts of the~iCommonwe~h of Penn~l~trlvania, or tl~Federal District · ENTIRE AGREEMENT. NON-WAIVER; SEVERABILrrY. This Lease contains the entire agree-~ [ne parties unless set forth in wn[ing and s~gned by the parties. T~me is of the eesence in this Lease. NO waiver by Lessor of any breach or default constitutes a waiver of any additional or subsequent breach or default be held unenforceable in any lunsdiction shall as to Such .unsdiction. be ineffective to the extent of such unenforceaolllty w~thout ~nvahdatmg the remaining prowslons of this Lease ant3 any suc~ ueenterceeblii~v 1993 Tokai Financial Services. Inc. All ~ights Reserved. Printed in J.SA 50664/8.1793 6 USE, MAINTENANCE AND REPAIR. Lessee a'~ ~is own cost and expense rs reau~rea to keep N THE EVENT THE LEASE PAYMENTS NCLUDE THE COST OF MA NTENANCE AND/OR SERVICE BEING PROYlDED BY SUPPLIER AND/OR MANUFACTURER LESSEE ACKNOWLEDGES THAT LESSOR IS NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED M~INTENANCE AN :)/OR SERVICE FOR THE EQUIPMENT LESSEESHALLMAKEALLCLAIMSFORSERVICEAND/ORMAiNTENANCESOLELYTO THE SUPPLIER AND/OR MANUFACTURER AND LESSEE'S OBLJGAT ON TO MAKE ALL REQUIRED LEASE PAYMENTS SHA _L REMAIN JNCONDJT ONAL 7 ASSIGNMENT. LESSEEAGREESNOTTOTRANSFER SELL SUBLEASE. ASSIGN PLEDGEOR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT THE PRIOR '~'~LTTE N CONSENT OF LESSOR. Lessor may at Its cotton assign its r gnm and interests under Tnls Lease 8. RETURN OF EQUIPMENT. At the end of the !ease term or upon demand of Lessor. if the Lease me Lease. Either carry shall have the right to terminate me renewed Lease upon thirty (30) days written 9 LOSS OR DAMAGE, Lessee assumes me entire ns~ of loss or destruction of, or damage to the fact and snail, at the option of Lessor ~a) repair the Eau~oment to good condition and working order. to this Lease and be deemed me Equipment. or (c) Day to Lessor fhe present value of the total cf all Jnbaid Lease Payments for the full Lease tern' elus the estimated fair market ValUe of the Equipment at the end of the originally scheduled Lease Ierm, all discounted a[ s~x r~ercenl: (6%) Der year whereupon this Lease obligations of Lessee. 10. INSURANCE. Lessee shall corem, maintain and keep the Equipment Insured against all risks of loss or damage m an amount not ess than me replacement cost of the Equipment without deductibie and Public liability insurance covenng both personal ~njury and property Damage of at least $100,O00 per person and $300.000 per occurrence for bodily mlury and $50,000 for proper~y damage. Lessor shall De ~ubhc liability insurance. Lessee ~s required to Day all premiums for such insurance and shall deliver proof of ,nsurance coverage satisfactory to Lessor. Each policy snail :~rovide that the msuranee cannot be cancelled w~thout tmrty (30) days prior whiten notice to Lessor. Lessee appoints Lessor as Lessees atterneyqn-fact to make,claim for. receive oayment of. and execute and sign all documents checks or default. Lessee may w~th the prior written approval of Lessor settle and adlust all such clarms. Lessee oo/igatlon, fo obtain such insurance on oenaif of and at the expense of Lessee. In the event _essor :IDes INDEMNITY, Lessee agrees to assume the rfsK ~f liability arising from the POssession or use of :au!omem. The Lessee further agrees to defend and nOlO Lessor harmless from all claims and tiabilitiee ng from the possession or use of the Equipment and to indemnify and hold Lessor harmless from and ns[ any loss or damage arising from the ose, disallowance or recapture of any tax benefits anticipated ' ,~ we real,zeD Dy Lessor from the ownersmp of the Eoulpment The obligations contained in this Paragraph continue beyond the termination of this Lease ~f the liability occurred during the term of the Lease. 12. DEFAULT. Lessee is tn default of th~s Lease on any of the following events: a. Lessee fails to Day any Lease Payment.?.other sum when due: b Lessee dreacnes any of its warrantlee or other obligations under this Lease. or any other LeSSee or any partner of Lessee ~f Lessee is a pai~nershlp, or any guarantor dies, becomes consohdatee, transfers all or suPstantlally all of it~assets; maxes an aselgnment for the benefit of eredltors a Lessee or any guarantor of the Lease or any partner of the Lessee. if _~s~ee ~s a partnership, shall votuntanl'y hie or have filed against *t ~nvoluntarily, a petition for liqu~datloe, reorganization, adjustment of aeot or similar relief under the Federal Bankruotcy Code or any other present or future federal or state 13 REMEDIES. The following remedies are avallaele to Lessor ~n the event a default should occur: Payments for the fufl lease term rmmediately due and oayable, sue for and receive all Lease Payments and o Charge Lessee Interest on ell mort es due Lessor a[ the rate of e~ghteen percent (18%) per year with or Without notice to Lessee. and aooly me net proceeds, deducting the COSTS and expenses of such sa] or re-lease [o Lessees obligations with Lessee remaining liable for any detic~ency and w~th any exces cemg retained by Lessor The credit for any sums to be recelveo py. Lessor from any such rentaJ shall D QlSCOun[ec [0 he da~e of the rental ~greement at six percent (6%) per year. Lessee s also uable for and s required ~o oay to Leper (i) all expenses recurred by Lessor m co~ec~lol w~[n me enforcement of any of Lessor's remeDies, ~ncJuding all expenses of re~oseess rig, s~onng, repa~nng and sellrng ~ne Eau~pment anc ',u) Lessor'S reA~naDle attorney's fees. Lessor and Lesse, acknowledge ~he a~fficul~ ,n establishing a value for t~ unexpired lea~ term and therefore agr~ ~nat th~ 3rOVlS~OnS Of Section 13 represent an agreee measure of damages and are not [o be Qeemed a forfel[ur( or De,airy Whenever any Lease Payment is ~o~ made oy Lessee when dUer Lessee agrees ~o Day [o Lessor. wi[hit one monm an am°un[ calculated at t~e ra~e of five cents per one dollar for each suc~ ~elayed paymenL wltr a mm,mum of $10 00. as compensation for Lessors internal operating expenses ansmg as a result of such snail continue Deyona the end of this Lease. 15. UCC FIUNeS AND ~NAEIAL ~TA~E~. Lessee au[~onzes Lessor [o file a financing on LeeS~'S behalf. ~1 ~s the intent of the palled ~hat this S a [rue lease, and the fihng of a financing statement to ~ created, out o~ly to gwe puDhc n~ice of Leesor's ownership of the Equipment. If this Lea~ rs deemed and the proceeds from the ~le. lea~ 3r o~ aisposl~on of the Eauipmen[. Lese~ agrees to pay Lessor a f~ of ~9.50 plus 1/10th of one percent (1%) of the original Equipment cost m excess of $50.~ 00 to costs. If the EquiPment is located in more than 3ne I~a[io~. Less~ shall Day Le~r an additional fee 3f $10.~ for each additional filing required for each addbional I~a[io~. Upon requee[ of Lessor. Le~ snau SUb'It financzal statements (audited if available), on a qua~er{y bas,s and Lese~ warrants [o Les~r mar dates of preo~ation and suOm~ssion of the ¢inanc~at statements submittea ~o Lessor 16. SECUR~DE~. Les~rretalnsanyrequ~reasecurltyee~sltassecur ~fer[hepedormance s~url~y Deposit. ~y secur :y aepos~t is non-interest bearing. Lessor may apply any security Qepos~t to cure any default by Lessee, in which event Les~e wll~ promDt~ restore any ~ount ~ aDDllee f Lessee ~s 17. ~R~ OF ~5INE~ PUR~E. Lessee hereby werran[s aha represents that me 18. ~C[ Wn~en notices will ~ Q~me~ to nave o~n g~ven wnan aehverea ~rsonally or ~eDoslted in the Unl[eo States malls, Dosage prepaid, ad~r~s~ to SUCh pa~y a~ ~ts addrese set f~th above or at such other address as such Da~ may have subsequently provtaed i~ writing. 19 SU~L~R'S ~A~. Les~r and Le~ agree that th~s Le~e ~s a Finance Lease as that term is definea In A~lcle 2A of the Uniform Commerc ~ Coae. Le~ ackn~eQg~ that Lessor has aDpnseO Lessee of the identl~ of the ~u*Dment suppli~. Lessor hereby notifies Less~ that Less~ may nave nght~ rights or warranties that Les~ may nave unaer thrs c~ff~t. ~ , 20 LE~'5 W~RS. L~see nereoy w~vee any ~a all rights and remedies granmo Lessee ~ctions 2A-~8 through 2A-522 of the Uniform Commercial Code.~/~tL~ /~ ~ ~' menl and understanding Oe~n L~e and Lessor No agreements or ungers~andmgs are binding on the Bartles ~less ~t Cobh in writing and 81g~eO Dy lhe bodies. ~e is of (~eessence ~n ~nfs Lease. No waiver by Lee~r of any breac~ or default constitutes a waJver of any additional er sub~quent breach or default © 1992 Tokai Financial Services, inc. All Rights Reserved. Printeg in U.S.A. 50553 Rev. 6/92 I-". Z LU Z Z z