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plus 1/10th of one percent (1 %) of the original Equipment cost in excess of $50,000.00 to
<br />reimburse our expenses for preparing financing statements and other documentation costs.
<br />II the Equipment is located in more than one location, you agree to pay us an additional fee
<br />of $10.00 for each additional filing required tar each additional location.
<br />4. DELIVERY AND ACCEPTANCE You are responsible, at your own cost, to arrange for the
<br />delivery and installation of the Equipment (unless such costs are included in the cost of the
<br />Equipment to us). You agree to accept the Equipment when it is delivered and to sign the
<br />Equipment Acceptance supplied by us. We may at our discretion confirm by telephone that you
<br />have accepted the Equipment and this telephone verification of your acceptance of the Equipment
<br />shall have the same effect as a signed Equipment Acceptance.
<br />5. USE, MAINTENANCE, REPAIR, SUPPLIES AND WARRANTIES. We are leasing the
<br />Equipment to you "AS -IS" and we MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A. PARTICULAR PURPOSE IN
<br />CONNECTION WITH THIS LEASE. We transfer to you for the term of this Lease all warranties, if
<br />any, made by the manufacturer.
<br />YOU ALSO ACKNOWLEDGE E. THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY
<br />TERM, PROVISION OR CONDITION OF THIS AGREEMENT AND EXCEPT FOR THE
<br />MANUFACTURER WARRANTIES, MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS
<br />LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR SPECIAL, RESULTING OR
<br />CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF
<br />WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE
<br />EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL
<br />NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT
<br />WHICH YOU MAY HAVE OR ASSERT AGAINST THE SUPPLIER OR THE EQUIPMENT
<br />MANUFACTURER.
<br />6. TITLE, PERSONAL PROPERTY, LOCATION AND INSPECTION. We own the Equipment and
<br />you have the right to use the Equipment for the full Lease term provided you comply with the
<br />terms and conditions of this Lease. Although the Equipment may become attached to real estate,
<br />it remains personal property and you agree not to permit a lien to be placed upon the Equipment
<br />or to remove the Equipment without our prior written consent If we feel it is necessary, you
<br />agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real
<br />estate on which any item of Equipment is located. We also have the right, at reasonable times,
<br />to inspect the Equipment.
<br />7. MAINTENANCE. You are required, at your own cost and expense, to keep the Equipment
<br />in good repair, condition and working order, except for ordinary wear and tear, and you will supply
<br />all parts and servicing required. All replacement parts used or installed and repairs made to the
<br />quipmenf will become our property.
<br />IN THE EVENT THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE AND /OR
<br />SERVICE BEING PROVIDED BY THE SUPPLIER AND /DR THE MANUFACTURER, YOU
<br />ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR PROVIDING ANY REQUIRED
<br />MAINTENANCE AND /DR SERVICE FOR THE EQUIPMENT. YOU WILL MAKE ALL CLAIMS FOR
<br />SERVICE AND /OR MAINTENANCE SOLELY TO THE SUPPLIER AND /OR MANUFACTURER AND
<br />SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE
<br />PAYMENTS.
<br />8. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR
<br />ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THIS LEASE WITHOUT OUR
<br />PRIOR WRITTEN CONSENT. You agree that we may sell, assign or transfer this Lease and if we
<br />do, the new owner will have the same rights and benefits that we now have and will not have to
<br />perform any of our obligations and that the rights of the new owner will not be subject to any
<br />claims, defenses, or set -offs that you may have against us.
<br />9. REDELIVERY AND RENEWAL: Upon at least sixty (60) but not more than one hundred
<br />twenty (120) days written notice to us prior to the expiration of the Lease term, you shall advise
<br />us of your intention to return the Equipment to us at the end of the Lease term. Provided you have
<br />given such timely notice, you shall return the Equipment, freight and insurance prepaid, to us in
<br />good repair, condition and working order, ordinary wear and tear excepted, in a manner and to a
<br />location designated by us. If you do fail to notify us, or having notified us, you fail to return the
<br />Equipment as provided herein, this Lease shall renew for consecutive sixty (60) day periods and
<br />you agree to continue to make Lease Payments at the same monthly Lease Payments as set forth
<br />in the Lease subject to the right of either party to terminate the Lease upon sixty (60) days written
<br />notice, in which case you will immediately deliver the Equipment to us as stated in this paragraph.
<br />10. LOSS OR DAMAGE: You are responsible for the risk of loss or destruction of, or damage
<br />to the Equipment. 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 installation or
<br />use of the Equipment. You agree to reimburse us for and to defend us against any claim for losses
<br />or injuries caused by the Equipment. This indemnify will continue even after the termination of
<br />this Lease.
<br />12. TAXES: You agree to pay all license and registration fees, sale and use taxes, personal
<br />property taxes and all other taxes and charges, relating to the ownership, leasing, rental, sale,
<br />purchase, possession or use of the Equipment as part of the Lease Payment or as billed by us.
<br />You agree that if we pay any taxes or charges on your behalf, you will reimburse us for all such
<br />payments and will pay us interest and a late charge (as calculated in Section 3) on such payments
<br />with the next Lease Payment, plus reasonable costs incurred in collecting and administering any
<br />taxes, assessments or fees and remitting them to the appropriate authorities.
<br />13. INSURANCE: During the term of this Lease, you will keep the Equipment insured against
<br />all risks pf loss or damage in an amount not less than the replacement cost of the Equipment,
<br />without deductible and without co- insurance. You will also obtain and maintain for the term of
<br />this Lease, comprehensive public liability insurance covering both personal injury and property
<br />damage of at least $100,000 per person and $300,000 per occurrence tot bodily injury and
<br />$50,000 for property damage. We will be the sole named loss payee on the property insurance
<br />and named as an additional insured on the public liability insurance. You will pay all premiums
<br />for such insurance and must deliver proof of insurance coverage satisfactory to us. 11 you do not.
<br />provide such insurance, you agree that we have the right, but not the obligation, to obtain such
<br />insurance and enarge you for all costs.
<br />14. DEFAULT: You are in default of this Lease it any of the following occurs: a. You fail 10
<br />pay any Lease Payment or other sum when due; b. You breach any warranty or other obligation
<br />under this Lease, or any other agreement with us. c. You, any partner or any guarantor dies,
<br />you become insolvent or unable to pay your debts when due; you stop doing business as a going
<br />concern; you merge, consolidate, transfer ail or substantially all of your assets; you make an
<br />assignment for the benefit of creditors a' you undergo a substantial deterioration in your financial
<br />condition, or d. You, any guarantor -or any partner, will voluntarily file or have filed against you
<br />or it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief
<br />under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or
<br />insolvency law, or a trustee, receiver or liquidator is appointed for you or it or a substantial part
<br />of your or its assets.
<br />15. REMEDIES. We may declare the entire balance of the unpaid Lease Payments for the full
<br />term immediately due and payable, sue for and receive all Lease Payments and any other
<br />payments then accrued or accelerated under this Lease or any other agreement plus the
<br />estimated fair market value of the Equipment at the end of the originally scheduled Term, and all
<br />accelerated Lease Payments and the estimated fair market value will be discounted to the date of
<br />the default at six percent (6 1110) per year, but only to the extent permitted by law; charge you
<br />interest on all monies due us at the rate of eighteen percent (18 %) per year from the date of
<br />default until paid, but in no event more than the maximum rate permitted by law; charge you a
<br />return -check or non - sufficient funds charge ( "NSF Charge ") of $25.00 for a check that is returned
<br />for any reason; and require that you return the Equipment to us and in the event you tail to return
<br />the Equipment, enter upon the premises peaceably with or without legal process where the
<br />Equipment is located and repossess the Equipment. Such return or repossession of the
<br />Equipment will not constitute a termination of this Lease unless we expressly notify you in
<br />writing. In the event the Equipment is returned or repossessed by us and unless we have
<br />terminated this Lease, we will sell or re -rent the Equipment to any persons with any terms we
<br />determine, at one or more public or private sales, with or without notice to you, and apply the net
<br />proceeds after deducting the costs and expenses of such sale or re -rent, to your obligations with
<br />you remaining liable for any deficiency and with any excess being retained by us. The credit for
<br />any sums to be received by us from any such rental shall as discounted to the date of the
<br />agreement at six percent (13%) per year.
<br />You are also required to pay (i) all expenses incurred by us in connection with the enforcemem
<br />of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling
<br />the Equipment, and (ii) reasonable attorneys' fees.
<br />16. PURCHASE OPTION: Upon expiration of the Lease term, provided you are not in default,
<br />you shall have the option to purchase all but not than less than all of the Equipment on the terms
<br />as indicated in the End of Lease Options checked above. We will use our reasonable judgment to
<br />determine the Equipment's fair market value for all FMV purchase options which shall be based
<br />on the Equipment remaining in place.
<br />17. SECURITY DEPOSIT: Any security deposit is non - interest bearing. We may apply any
<br />security deposit to cure any default by you, in which event you will promptly restore any amount
<br />so applied. If you are not in default, any security deposit will be returned to you at the termination
<br />of this Lease.
<br />18. WARRANTY OF BUSINESS PURPOSE: You warrant and represent that the Equipment will
<br />be used for business purposes, and not for personal, family or household purposes.
<br />19. UCC FILINGS AND FINANCIAL STATEMENTS: You authorize us to file a financing
<br />statement with respect to the Equipment and grant us the right to sign such financing statement
<br />on your behalf. If we feel it is necessary, you agree to submit financial statements (audited if
<br />available) on a quarterly basis..
<br />20. UCC — ARTICLE 2A PROVISIONS. You agree that this Lease is a Finance Lease as that
<br />term is defined in Article 2A of the Uniform Commercial Code ( "UCC "). You acknowledge that we
<br />have given you the name of the Supplier of the Equipment. We hereby notify you that you may
<br />have rights under the contract with the Supplier and you may contact the Supplier for a
<br />description of any rights or warranties that you may have under this supply contract. You also
<br />waive any and all rights and remedies granted you under Sections 2A -508 through 2A -522 of the
<br />UCC.
<br />21, CHOICE OF LAW: This Lease shall be deemed tufty executed and performed in the
<br />Commonwealth of Pennsylvania and shall be governed and construed in accordance with the
<br />laws thereof. You consent to and agree that personal jurisdiction over you and subject matter
<br />jurisdiction over the Equipment may at our option be with the Courts of the Commonwealth of
<br />Pennsylvania or the Federal District Court for the Eastern District of Pennsylvania with respect
<br />to any provision of this Lease, You also agree to waive your right to a trial by jury.
<br />22. ENTIRE AGREEMENT; SEVERABILITY; WAIVERS: This Lease contains the entire
<br />agreement and understanding. No agreements or understandings are binding on the parties
<br />unless set forth in writing and signed by the parties. Any provision of this Lease which for any
<br />reason may be held unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
<br />without invalidating the remaining provisions of this Lease. THIS LEASE IS NOT INTENDED FOR c
<br />TRANSACTIONS WITH AN EQUIPMENT COST LESS THAN $1,000.
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<br />01998 All Rights Reserved- Pnmed in the U.S.A. KON104 1/98
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