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If we file such personal proper tax reports. you will pay estimated property taxes with each monthly payment or as invoiced by us. You will not take (or ko ltS
<br />any action which we determine will result in the loss or disallowance of all or any portion of the maximum accelerated cost recovery deductions permitted to us by the
<br />Internal Revenue Code of 1986, as amended. You will indemnify us for any Toss in our alter tax economic yields caused by your acts or failure to act
<br />7. LOSS OR DAMAGE; INSURANCE: You are responsible for any loss, theft, destruction or damage to, the Equipment (collectively "Loss") Itom any cause, whether
<br />or not insured, until the Equipment is delivered to us at the end of this Lease. You are required to make all lease payments even if there is a Less. You must notify us in
<br />writing immediately of any Loss. Then, at our option, you will either (a) repair the Equipment so that it is in good condition and working order, eligible for any
<br />manuf'acturer's certification, or (b) pay us the amounts specified in Section 9 below. You agree to keep the Equipment insured for its full replacement value against any
<br />type of Loss, and name us as additional insured and loss payee until the Lease is paid in full. You also agree to obtain a general public liability insurance policy, and
<br />include us as an additional insured on the policy. If you do not give us evidence of insurance acceptable to us, we have the right, but not the obligation, to obtain
<br />insurance covering our Interest in [he Equipment from an insurer of our choice. We pray add the costs Of acquiring such insurance and our fees for our services in
<br />placing and maintaining such insurance (collectively, "Insurance Charge") to the amounts due from you under this Lease_ You will pay the Insurance Charge to us
<br />upon demand.
<br />8. LATE CHARGES; SECURITY DEPOSIT; SECURITY INTEREST: If any payment is not made when due, you agree to pay a late charge at the rate of ten
<br />percent (10 %) of such late paymem: and each month thereafter, a finance charge of one and one -half percent (1.5 %) on any unpaid delinquent balance, but in no event
<br />greater than the maximum rate allowable under applicable law. Any Security Deposit under this Lcase will either be returned to you, without interest, or used to offset
<br />- any unpaid charges at the end of the Lease provided that you have met all obligations under the Lease. In the event this transaction is decnhed to create a security
<br />interest, you grant us a purchase money security interest in the Equipment (including any replacements, substitutions, additions, attachments and proceeds). You will
<br />deliver to us signed financing statements or otter documents we request to protect our interest in the Equipment. You appoint us or our agent as attorney in fact to
<br />execute, deliver and record financing statements on your behalf to perfect our interest in the Equipment.
<br />9. DEFAULT; REMEDIES: Each of the following is a "Default' under this Lease: (a) you fail to pay airy lease payment or any other paymem when due, (b) you fail to
<br />perform any of your other obligations or breach any representation, covenant or warranty under this Lease or in any other agreement with us or with any of our
<br />affiliates, and this failure continues for 10 days after we have notified you of it, (c) you become insolvent, you dissolve Or are dissolved, you fail to pay your debts as
<br />they mature, you assign your assets for the benefit of your creditors, or you enter (voluntarily or involuntarily) any bankruptcy or reorganization proceeding, or (d) any
<br />guarantor of this Lease dies, dues not perform its obligations under the guaranty, or becomes subject to any of the events listed above, (c) you sell or encumber the
<br />Equipment or attempt to do so. If a Default occurs, we may do one or more of the following: (a) cancel or terminate this Lease or any or all other agreements that we
<br />have entered into with you; (b) require you to immediately pay us, as compensation for loss of our bargain and not as a penalty, a sum equal to (i) all amounts then due
<br />under this Lease plus, (ii) all unpaid lease payments for the remainder of the term plus our anticipated residual interest in the Equipment each discounted to present
<br />value at the rate of 6% per annum; (c) deliver the Equipment to us as set forth in Section 6_ (d) peacefully repossess the Equipment without court order and you will not
<br />make any claims against us for damages or trespass or any other reason: and (c) exercise any other right or remedy available at law or in equity. You agree to pay all
<br />of our costs of enforcing our rights against you, including reasonable attorneys' fees and costs. If we take possession of the Equipment, we may sell or otherwise
<br />dispose Of it with or without notice, at a public or private sale. and apply the net proceeds label we have deducted all costs related to the sale or disposition of the
<br />Equipment) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, 10 days notice shall constitute reasonable notice. You will
<br />remain responsible for any amounts that are due after we have applied such net proceMs. All our remedies are cumulative, are in addition to any other remedies
<br />provided for by law and may be exercised either concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any right,
<br />other or future rights or to modify the terms of this Lease. A9 TO ANV ASSIGNEE OF LESSOR OR SUCCESSOR THERF,OE OR ANY PERSON CLAIMING
<br />ANY RIGHT OR INTEREST ACQUIRED FROM, THROUGH OR UNDER LESSOR, LESSEE HEREBY WAIVES AND RELINQUISHES ANY AND
<br />ALL RIGHTS TO ASSERT ANY CLAIM. COUNTERCLAIM, CROSSCL IM, DEFENSE OR OFFSET THAT IT MAY HAVE AGAINST LESSOR IN
<br />ANY ACTION, PROCEEDING OR LITIGATION ARISING HEREUNDER.
<br />10. FINANCE LEASE STATUS: You agree that this is a Finance Lease pursuant to Article 2A of the Uniform Commercial Code and this Lease will be considered a
<br />"finance lease" as that term is defined in Article 2A. By signing this Leasc, you agree that either (a) you have reviewed, approved and received, a copy of the Supply
<br />Contract nr (b) that we have informed you of the identity of the supplier, that yen may have rights under the Supply Conduct, and that you may contact the supplier for
<br />a description of' those rights. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU NVAIVE ANY AND ALL RIGHTS AND REMEDIES
<br />CONFERRED UPON A LESSEE BY ARTICLE 2A.
<br />11. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default exists under this Lease. you may have the option at the end of the original or any renewal tern to
<br />purchase all (but not less that' all) of the Equipment at the purchase option price above, plus any applicable taxes. You must give us at least 120 days written notice
<br />before the end of the original term that you will purchase the Equipment or that you will return the Equipment to us. If you do not give us such written notice or if you
<br />do not purchase or deliver the Equipment to us in accordance with the terns of this Lease, this Lease will automatically renew for successive six month terms until you
<br />deliver the Equipment to us. During such renewal term(s) the lease payment will remain the same. We may cancel an automatic renewal tern by sending you written
<br />notice 10 days prior to such renewal term. We will use our reasonable judgment to determine the Equipment's fair market value. If you do not agree with our
<br />determination of the Equipment's fair market value, the fair market value will be determined at your expense by an independent appraiser selected by us. The FM V
<br />option must he paid within 30 days of our identifying an appraiser or the monthly rent will continue to accrue until the FM V is paid. Upon payment of the purchase
<br />option price, we shall transfer our interest in the Equipment to you "AS IS, WHERE IS" without any representation or warranty whatsoever, and this Lease will
<br />terminate.
<br />12. INDEMNIFICATION. You are responsible for and agree to indemnify and hold us harmless hour any (a) losses, damages, penalties, claims, suits and actions
<br />(collectively "Claims' ) caused by or related to the manulecture. installation, ownership, use, lease, possession, or delivery of the Equipment or any defects in the
<br />Equipment and (b) all costs and attorneys' fees incurred by us relating to any Claim. You agree to reimburse us for and if we request. to defend us, at your own cost and
<br />expense, against any Claims. You agree that your obligations under this Section 12 shall survive the lemunation of this Lease.
<br />13. SECURITY DEPOSIT: You have paid us the Security Deposit to insure y our obligations. If you default, we may apply all or part of the Security Deposit against
<br />your obligations. If you decide to purchase the Equipment under 11. abovcyou can tell us to use the remaining amount Of the Security Deposit towards your purchase.
<br />If the remaining amount Of the Security Deposit (a) doesn't cover your purcluee price, you will immediately pay us the difference (b) exceeds your purchase price: we
<br />will immediately pay you the difference. The Security Deposit will not cam interest.
<br />14. MISCELLANEOUS: (a) Choice of Law. This Lease shall be governed by the laws of the Stale of New Jersey (without regard to the conflict of laws principles of
<br />such state). (h) Jurisdiction. You consent to the Imisdiction of any local, state or federal court located within the State of New Jersey. (c) Jury Trial. YOU
<br />EXPRESSLY NVAI VE TRIAL BY JURY AS TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS LEASE. (d) Entire Agreement. The Lease
<br />constitutes the entire agreement between you and its and supersedes all prior agreements. (e) Enforceability If any provision of this Lease is unenforceable, illegal
<br />or invalid, the remaining provisions shall continue to be effective. (Q Amendment. This Lease may not be modified or amended except by a writing signed by you
<br />and us. You agree however, that we are authorized, without notice to you, to supply missing information or correct obvious errors in the Lease. (g) Notice.
<br />All notices shall be in writing and shall be delivered to the appropriate party personally_ by private courier. by facsimile transmission or by mail, postage prepaid, al
<br />its address shown herein or to such other address as directed in writing by such party. (h) Usury, it is the express intent of both of us not to violate any applicable
<br />usury laws or to exceed the maximum amount of interest permitted to be charged or collected by applicable law, and any excess payment will be applied to the lease
<br />payments in inverse order of maturity, and any remaining excess will be refunded to you. (f) Prepayment. Prepayment of early termination is not permitted except at
<br />such time and on such terms and conditions as we may agree to in writing. U) Time is of the essence.
<br />(2)
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