Exhibit 10.30
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Siemens Credit Corporation
SIEMENS
LEASING SCHEDULE
TO MASTER EQUIPMENT LEASE AGREEMENT #:000-0000000-000
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DATE OF MASTER AGREEMENT: ---------------
LEASING SCHEDULE #: 000-0000000-000
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LESSOR: Siemens Credit Corporation LESSEE: CPG Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxxxxxxx, X.X. ----------------------------
Boca Raton, FL 33487-3509 (HEREIN "LESSEE")
(000) 000-0000 (000)000-0000
000 Xxxxxxxx Xxxxxx
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(ADDRESS)
Richmond, VA 23219
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(CITY, STATE, ZIP)
LEASING SCHEDULE # 000-0000000-000 , TO THAT CERTAIN MASTER EQUIPMENT
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LEASE AGREEMENT. AGREEMENT # 000-0000000-000 (HEREIN "AGREEMENT"), BETWEEN
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LESSOR AND LESSEE.
1. EQUIPMENT DESCRIPTION (including related items):
ROLM 9200 Model 210 Phone System with PhoneMail
as described in Vendor Quote #B92Q7WV 27,468.81 Equipment Cost
1,648.13 6% NJ Use Tax Reimbursement
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2. TOTAL EQUIPMENT COST (including related items): $ 29,116.94
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3. LEASE TERM (in months): 36 Plus Interim Period
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4. COMMENCEMENT DATE: On Equipment cutover by Vendor
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5. NUMBER OF LEASE PAYMENTS: 36
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6. LEASE PAYMENT (per payment period): $ 873.43
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7. PAYMENT PERIOD (monthly, quarterly, other): Monthly
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8. ADVANCE LEASE PAYMENT(S): #(s) 1 & 36 : TOTALING $ 1,747.02*
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*Due on Lease signing by Xxxxxx
9. EQUIPMENT LOCATION (if different from Lessee's address above):
Xxxxx 000 Xxxxx
Xxxxxxxxxx, XX 00000
10. DEFINITIONS: The terms used herein, which are not otherwise defined herein,
shall have the same meanings set forth in the Agreement.
11. TERMS OF SCHEDULE: Lessor and Lessee agree that the terms and conditions
of the Agreement are hereby incorporated into this Leasing Schedule
(collectively the "Lease") and made a part hereof to the same extent as if
such terms and conditions were set forth in full herein. The Lease shall
constitute a lease of each item of Equipment described above.
12. AMENDMENTS: Any amendments contained or incorporated into this Leasing
Schedule, which in any way alter the terms of the Agreement, shall be
effective only with respect to this Leasing Schedule and shall be ineffective
with respect to any other Leasing Schedule.
13. EFFECTIVENESS: The Lease shall become effective at the time of Xxxxxx's
acceptance (by execution hereof) at the address set forth above, by an
authorized representative of Lessor.
IN WITNESS WHEREOF, the parties hereto have duly executed the Lease as of the
dates set forth below. For all purposes hereof, the date of the Lease shall
be the date of Lessor's acceptance as set forth below.
By execution hereof, the signer
certifies that (s)he has read the
entire Lease, that Lessor or its
representatives have made no agreements
or representations except as set forth
herein, or in the Agreement, and that
(s)he is duly authorized to execute the
Lease on behalf of Xxxxxx.
ACCEPTED BY:
LESSOR: SIEMENS CREDIT CORPORATION LESSEE: CPG Holdings, Inc.
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BY: /s/ILLEGIBLE BY: /s/Xxxxx Xxxxx
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(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
NAME: ILLEGIBLE NAME: XXXXX X. XXXXX
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(PRINTED OR TYPED) (PRINTED OR TYPED)
TITLE: TITLE: VICE-PRESIDENT
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DATE: FEB - 3 1995 DATE: 1/19/95
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SIEMENS Siemens Credit Corporation
MASTER EQUIPMENT LEASE AGREEMENT
AGREEMENT #: 000-0000000-000
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LESSOR: Siemens Credit Corporation LESSEE: CPG Holdings, Inc.
0000 Xxxxxx Xxxxx Xxxxxxxxx, X.X. ----------------------------
Boca Raton, FL 33487-3509 (PERMIT "LESSEE")
(000) 000-0000 (000)000-0000
000 Xxxxxxxx Xxxxxx
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(ADDRESS)
Richmond, VA 23219
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(CITY, STATE, ZIP)
TERMS AND CONDITIONS OF AGREEMENT
1. MASTER LEASE: This Master Equipment Lease Agreement (herein "Agreement")
sets forth the basic terms and conditions upon which Lessor shall lease to
Lessee and Lessee shall lease from Lessor items of equipment specified in
leasing schedules (herein "Leasing Schedules") to be entered into from time
to time. Each Leasing Schedule shall incorporate the terms and conditions of
the Agreement and shall constitute a lease as to the equipment specified in
such Leasing Schedule (herein "Equipment"). The term "Lease" as used in the
Agreement shall mean the applicable Leasing Schedule as incorporating the
terms and conditions of the Agreement. The Agreement shall become effective
at the time of Xxxxxx's acceptance (by execution thereof) at the address set
forth above, by an authorized representative of Lessor.
2. TERM AND LEASE PAYMENTS: The lease term of the Equipment shall be for the
period specified in the Leasing Schedule (herein "Lease Term"). The Lease
Term shall commence upon the commencement date specified in the Leasing
Schedule (herein "Commencement Date") and thereupon Lessee agrees to execute
and deliver to Lessor a delivery and acceptance certificate in the form
supplied by Lessor. For the Lease Term, Xxxxxx agrees to pay to Lessor the
number of lease payments specified in the Leasing Schedule, each in the
amount specified in the Leasing Schedule (herein "Lease Payments") for the
payment periods specified in the Leasing Schedule (herein "Payment Periods"),
including any Advance Lease Payments specified in the Leasing Schedule, with
the first Lease Payment being due on the first day of the month immediately
following the Commencement Date ("First Regular Payment Date") and the
remaining Lease Payments on the same day of each consecutive Payment Period
thereafter for the duration of the Lease Term. In addition to the foregoing,
for the period covering the Commencement Date to the First Regular Payment
Date ("Interim Period"), Lessee shall pay to Lessor an amount equal to the
Lease Payment Amount divided by thirty (30) and multiplied by the number of
days in the Interim Period. Such amount shall be due and payable on the
tenth day following the Commencement Date. The Stipulated Loss Value Schedule
to the Lease shall be construed so that the column titled "Month of Lease
Term" shall mean - month of Lease Term beginning with the First Regular
Payment Date, except that month "1" shall also include the Interim Period.
Xxxxxx agreed to pay on demand, as a late charge, 1.5% per month limited by
the maximum rate permitted by law, on all overdue payments under the Lease,
whether such payments are due prior to or after a Default (as hereinafter
defined). All payments provided for in the Lease shall be payable at the
office of Lessor set forth above, or at any other place designated by Lessor.
The Lease is a net lease and Lessee shall not be entitled to any abatement
of, reduction of, or setoff against Lease Payments for any reason whatsoever.
The Lease may not be terminated or cancelled for any reason whatsoever,
except as expressly provided in the Lease. No amounts under the Lease may be
prepaid without the written consent of Xxxxxx.
3. DISCLAIMER OF WARRANTIES; LIMITATION OF REMEDY; LIMITATION OF LIABILITY:
Xxxxxx has selected both the Equipment and the supplier from whom at Xxxxxx's
request Lessor agrees to purchase the Equipment. XXXXXX ACKNOWLEDGES THAT
XXXXXX HAS NO SPECIAL FAMILIARITY OR EXPERTISE WITH RESPECT TO THE EQUIPMENT.
XXXXXX AGREES THAT THE EQUIPMENT LEASED UNDER THE LEASE IS LEASED "AS IS" AND
IS OF A SIZE, DESIGN AND CAPACITY SELECTED BY LESSEE AND THAT LESSEE IS
SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES, AND THAT EXCEPT AS
MAY OTHERWISE BE SPECIFICALLY PROVIDED IN THE LEASE, LESSOR HAS MADE NO
REPRESENTATION OR WARRANTY AS TO ANY MATTER WHATSOEVER. XXXXXX DISCLAIMS ALL
WARRANTIES WITH RESPECT TO THE EQUIPMENT INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY LOSS OF USE, REVENUE, ANTICIPATED
PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR IN CONNECTION WITH THE LEASE OR THE USE, PERFORMANCE OR MAINTENANCE OF
THE EQUIPMENT. If the Equipment is not properly installed, does not operate
as represented or warranted by the vendor, manufacturer and/or service
company or is unsatisfactory for any reason, Lessee shall make any claim on
account thereof solely against the vendor, manufacturer and/or service
company and shall, nevertheless, pay Lessor all amounts payable under the
Lease and shall not set up against Lessee's obligations any such claims as a
defense, counterclaim, deduction, setoff or otherwise. For the Lease Term,
Lessor hereby appoints Lessee as Lessor's agent, so long as no Default (as
hereinafter defined) has occured and is continuing, to assert at Lessee's
expense (if any) and to the extent permitted by applicable law, any right
Lessor may have against any vendor, manufacturer and/or service company to
enforce any product warranties with respect to the Equipment, provided
however, Lessee shall indemnify and defend Lessor from and against all
claims, expenses, damages, losses and liabilities incurred or suffered by
Lessor in connection with any such action taken.
4. TITLE; IDENTIFICATION; PERSONAL PROPERTY: Lessee acknowledges that subject
to the provisions of Section 10 hereof, title to the Equipment shall at all
times be vested in Lessor, and no right, title or interest in the Equipment
shall pass to Lessee other than, conditioned upon Xxxxxx's compliance with and
fulfillment of the terms and conditions of the Lease, the right to possess
and use the Equipment of the full Lease Term. Xxxxxx agrees not to sell,
assign, sublet, pledge, or otherwise encumber any interest in the Lease or
the Equipment and agrees to keep the same free from any lien, encumbrance,
right of distraint or any other claim which may be asserted by any third
party. Xxxxxx shall immediately notify Lessor in writing of any tax or other
liens attaching to the Equipment. Lessor may require plates or markings to be
affixed to or placed on the Equipment indicating Lessor's interest. Lessor
and Lessee hereby confirm their intent that the Equipment always remain and
be deemed personal property even though the Equipment may hereafter become
attached or affixed to realty. Lessee shall obtain all such waivers as Lessor
may reasonably require to acknowledge Xxxxxx's title to and assure Xxxxxx's
right to remove the Equipment, including any landlord and mortgagee waivers.
5. PAYMENT OF TAXES; GENERAL INDEMNIFICATION: Lessee shall pay promptly to
Lessor when due, all taxes, fees, and assessments, including but not limited
to, all license and registration fees, sales, use, property, gross receipts,
excise, transaction, ad valorem, privilege, intangible, stamp or other taxes or
charges, together with any fines, penalties or interest thereon, now or
hereafter imposed by any governmental body, upon or with respect to, any of
the Equipment or the use, possession, ownership, leasing, operation, delivery
or return thereof (excluding, however, franchise taxes and any taxes based on
the net income of Lessor). Any fees, taxes or other amounts paid by Lessor
upon failure of Lessee to make such payments set forth in this Section 5
shall be payable upon demand from Lessee to Lessor. Xxxxxx agrees to
indemnify and hold Lessor harmless from and against any and all claims,
losses, liabilities, damages, penalties, actions and suits (including
reasonable legal costs and expenses in connection therewith) incurred by
Lessor which result from, or relate to, the manufacture, purchase, ownership,
maintenance, modification, delivery, installation, possession, condition,
use, acceptance, rejection, operation or return of the Equipment.
6. INSTALLATION AND DELIVERY: Lessee shall provide a suitable installation
environment for the Equipment as specified in the applicable manufacturer's
or vendor's manuals, and except as otherwise specified by the manufacturer or
vendor, furnish all labor required for unpacking and placing each item of
Equipment in the desired location. Lessee shall also be responsible for any
delivery, rigging, destination and installation charges charged by the
manufacturer or vendor with respect to the Equipment.
7. OPERATION; USE; INSPECTION: For the full Lease Term, Lessee shall operate
the Equipment in accordance with all applicable manufacturer and vendor
manuals or instructions by fully qualified and duly authorized
(CONTINUED ON REVERSE SIDE)
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of
the dates set forth below. For all purposes hereof, the date of the Agreement
shall be the date of Xxxxxx's acceptance as set forth below.
By execution hereof, the signer certifies
that (s)he has read the entire Agreement,
front and back, that Lessor or its
representatives have made no agreements
or representations except as set forth
herein or in the Leasing Schedule and
that (s)he is duly authorized to
execute the Agreement on behalf of
Xxxxxx.
ACCEPTED BY:
LESSOR: SIEMENS CREDIT CORPORATION LESSEE: CPG Holdings, Inc.
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BY: /s/ILLEGIBLE BY: /s/ILLEGIBLE
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(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)
NAME: ILLEGIBLE NAME: XXXXX X. XXXXX
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(PRINTED OR TYPED) (PRINTED OR TYPED)
TITLE: TITLE: VICE-PRESIDENT
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DATE: FEB - 3 1995 DATE: 1/19/95
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personnel only, in accordance with all applicable laws and regulations.
The Equipment shall be used for business purposes only and only for its
normally intended purpose. For said Lease Term, Lessee shall properly
maintain the Equipment, or cause it to be properly maintained, by a fully
qualified service company, and shall immediately notify Lessor in writing
of the entity maintaining the Equipment and of any change of such entity.
Such maintenance shall be performed in accordance with all requirements
necessary to enforce all product warranty rights. All operating and
maintenance costs with respect to the Equipment shall be borne by Lessee.
Lessee shall not (a) use, operate or locate the Equipment in any area
excluded from coverage by any insurance required under the Lease; (b)
abandon the Equipment; (c) alter the Equipment; (d) permit the Equipment
to be removed from the equipment location specified in the Leasing
Schedule (herein "Equipment Location"), or any subsequent location,
without the prior written consent of Lessor, which consent shall not be
unreasonably withheld; (e) without the prior written consent of Lessor,
allow the Equipment or any item of it to be affixed to realty in such
manner as to cause the Equipment or such item to become a fixture; or (f)
without the prior written consent of Lessor, affix or install any
accessory, equipment or device on any item of Equipment if such (i) is not
readily removable, or (ii) will impair the originally intended function
or use of such Equipment. All additions, repairs, parts, accessories,
equipment and devices attached or affixed to any item of Equipment which
are not readily removable, shall become the property of Lessor and part
of the Equipment for all purposes hereof. Lessor shall have the right
from time to time during normal business hours to enter upon the
Equipment Location or elsewhere for the purpose of confirming the
existence, condition or proper maintenance of the Equipment.
a. RISK OF LOSS; INSURANCE: (a) Xxxxxx agrees that it shall bear all risk
of loss, damage to or destruction of the Equipment. Lessee shall give
Lessor prompt notice of any damage to or loss of any Equipment or of any
occurence arising from the possession, use or operation of the Equipment
resulting in death or bodily injury, or damage to property. In the event
of damage to any item(s) of Equipment, Lessee shall immediately place
such item(s) in good repair (with no abatement of Lease Payments), with
the proceeds of any insurance recovery applied to the cost of such
repair. Should any item(s) of Equipment become lost, stolen, destroyed,
worn out, damaged beyond repair, condemned, confiscated, seized or
requisitioned (herein "Event of Loss"), Lessee shall, at the option of
Lessor, either (i) replace the same with like equipment in good repair
(with no abatement of Lease Payments), or (ii) pay to Lessor on the lease
payment date immediately following such Event of Loss (herein "Loss
Payment Date"), the pro rata portion relating to such item(s) of the
greater of (A) the Fair Market Value (as hereinafter defined) of the
Equipment calculated as of the lease payment date immediately prior to
such Event of Loss, or (B) the stipulated loss value of the Equipment as
set forth in the schedule to the Lease ("Stipulated Loss Value")
calculated for the Payment Period immediately preceding the Loss Payment
Date, plus all Lease and other payments due but unpaid as of the day
immediately preceding the Loss Payment Date relating to such item(s),
whereupon the Lease shall terminate as to such item(s) and Lessor shall
adjust the remaining Lease Payments and Stipulated Loss Value Schedule
accordingly.
(b) For the full Lease Term, Lessee, at its expense, shall maintain
comprehensive general liability insurance, and "fire and allied perils"
and "all risks" property insurance with respect to the Equipment, both in
such amounts as Lessor shall require, except that such property insurance
shall be in an amount at least equal to the greater of the full
replacement value of the Equipment or the applicable Stipulated Loss
Value thereof, and such insurance shall be placed with carriers
acceptable to Lessor. The liability insurance policy shall name Lessor as
additional insured and the property insurance policy shall name Lessor as
loss payee to the extent its interest may appear, and both policies shall
provide that they may not be cancelled or altered without at least thirty
(30) days prior written notice to Lessor. Lessee shall furnish to Lessor
within thirty (30) days of delivery of the Equipment, a certificate of
insurance that such coverage is in effect, however, Lessor shall be under
no duty either to ascertain the existence of or to examine such insurance
policies or to advise Lessee in the event that such insurance coverage
does not comply with the requirements hereof.
a. DEFAULT AND REMEDIES: (a) Any of the following shall constitute a
default by Lessee under the Lease (herein "Default"): (i) failure by
Lessee to pay any amounts under the Lease when due and such remains
unremedied for a period of ten (10) days from the due date; or (ii)
failure by Lessee to comply with any provisions or perform any of its
obligations arising under the Lease or under any other documents or
agreements relating to the Lease, and such remains unremedied by Lessee
for a period of twenty (20) days; or (iii) any representations or
warranties made or given by Lessee in connection with the Lease or the
Agreement, or any other document or agreement relating to the Lease or
the Agreement, were false or misleading when made; or (iv) subjection of
the Equipment to levy or execution or other judicial process which is not
or cannot be removed within thirty (30) days from the subjection thereof;
or (v) commencement of any insolvency, bankruptcy or similar proceedings
by or against Lessee or any guarantor of any of Lessee's obligations
under the Lease (herein "Guarantor"), including any assignment by Lessee
for the benefit of creditors, and in the case of any such involuntary
proceedings, such is not dismissed within thirty (30) days of
institution; or (vi) any act of Lessee which imperils the value of the
Equipment or the prospect of full performance of Lessee's obligations
under the Lease, including but not limited to the liquidation or
dissolution of Lessee or the commencement of any acts relative thereto,
or without the prior written consent of Lessor, any sale or other
disposition of all or substantially all of the assets of Lessee, or any
merger or consolidation of Lessee unless Lessee is the surviving entity,
or the cessation of business by Lessee; or (vii) a default by Lessee
under any other agreement (including but not limited to any other lease)
with Lessor, or with any assignee of the Lease; or (viii) the death or
dissolution of Lessee or of any Guarantor, the withdrawal of any partner
of Lessee if Lessee is a partnership, or the inability of Lessee or of
any Guarantor of the Lease to perform any of the obligations contained in
the Lease or in any applicable guaranty.
(b) Upon any Default, Lessor may exercise any one or more of the
following remedies (which remedies shall be cumulative): (i) terminate
the Lease; (ii) declare all remaining Lease Payments for the balance of
the Lease Term discounted at a per annum rate of six percent (6%), plus
all other amounts due from Lessee, immediately due and payable in full;
(iii) by notice to Lessee declare the Stipulated Loss Value of the
Equipment calculated for the Payment Period immediately following such
notice (herein "Calculation Date") immediately due and payable, together
with (A) all due but unpaid Lease Payments from the commencement of the
Lease Term through the day prior to the Calculation Date, and (B) all
other amounts due under the Lease (including late charges); (iv) secure
peaceable repossession and removal of the Equipment by Lessor or its
agent without judicial process; (v) demand that Lessee return the
Equipment to Lessor in accordance with Section 11 hereof; (vi) sell,
lease or otherwise dispose of the Equipment at public or private sale
without advertisement or notice except that required by law, upon such
terms and at such place as Lessor may deem advisable and Lessor may be
the purchaser at any such sale; (vii) demand that Lessee pay all expenses
in connection with the Equipment relating to its retaking, refurbishing,
selling or the like; (viii) exercise any other right or remedy which may
be available to it under the Uniform Commercial Code or any other
applicable law or proceed by appropriate court action to enforce the
Lease or recover damages for the breach thereof. To the extent permitted
by applicable law, Lessee waives all rights it may have to limit or
modify any of Lessor's rights and remedies under the Lease, including but
not limited to, any rights of Lessee to require Lessor to dispose of the
Equipment or otherwise mitigate its damages under the Lease.
10. PURCHASE OPTION: Provided no Default has occurred and is continuing
and provided the Lease shall not have previously terminated, Lessee shall
have the option, exercisable by written notice to Lessor received by
Lessor at least ninety (90) but no more than one hundred eighty (180)
days before the expiration of the Lease Term, to purchase on the day
following the last day of such term (herein "Purchase Date"), all but not
less than all of the Equipment subject to the Lease for its Fair Market
Value. Fair Market Value shall mean the value which would be obtained in
an arm's-length transaction between an informed and willing buyer-user (other
than a lessee currently in possession or a used equipment dealer) under
no compulsion to buy, and an informed and willing seller under no
compulsion to sell and, in such determination, costs of removal from the
location of current use shall not be a deduction from such value. Fair
Market Value shall be determined by the mutual agreement of Lessor and
Lessee in accordance with the preceding sentence. If Lessee and Lessor
cannot agree, Fair Market Value shall be determined by a qualified
independent equipment appraiser selected by Lessor and approved by
Lessee, and Lessee shall pay the cost of appraisal. Provided Lessee has
exercised such option, Lessee shall pay to Lessor on the Purchase Date
the aforementioned purchase price in cash, together with all sales and
other taxes applicable to the transfer of the Equipment and any other
amounts as may then be due and owing under the Lease, whereupon Lessor
shall transfer its interest in the Equipment to Lessee without recourse
or warranty, on an as-is, where-is basis. In the event that Lessee fails
to exercise such purchase option, Lessee shall (upon termination of the
Lease) return the Equipment to Lessor on demand, in accordance with the
provisions of Section 11 hereof.
11. RETURN OF EQUIPMENT: Upon demand of Lessor pursuant to Section 9 or
10 hereof, Lessee, at its own risk and expense, shall immediately return
the Equipment to Lessor, packed for shipment in accordance with
manufacturer's specifications, in good working order and eligible for
manufacturer's maintenance, if available, freight prepaid and insured, to
such location within the continental United States as Lessor shall
designate.
12. LESSEE REPRESENTATIONS AND ASSURANCES: Lessee represents: that it is
duly organized and validly existing under the laws of its state of
organization and by consummation of the Lease transaction, Lessee is not
in violation of any governmental statute or regulation, nor will
consummation of the Lease transaction cause any breach, default or
violation of the certificate of incorporation or by-laws (if Lessee is a
corporation), the partnership certificate or partnership agreement (if
Lessee is a partnership) or any judgment, decree or agreement, all as may
apply to Lessee; that the Lease transaction was duly authorized by
appropriate corporate or partnership action (as applicable); and the
Lease is enforceable in accordance with its terms. Lessee shall promptly
execute and deliver to Lessor such further documents and take such
further action as Lessor may reasonably request in order to more
effectively carry out the intent and purpose of the Lease. Lessee shall
provide Lessor with audited and other financial statements and such other
information as Lessor shall reasonably request from time to time.
13. NOTICES; CHANGES; FILINGS: Notices, requests or other communications
required under the Lease to be sent to either party shall be in writing
and shall be (a) by United States first class mail, postage prepaid, and
addressed to the other party at the address specified above (or to such
other address as such party shall have designated by proper notice) or
(b) by personal delivery. Lessee consents to service of process by
certified mail at its address above (or to such other address as Lessee
shall have designated by proper notice) in connection with any legal
action brought by Lessor. Xxxxxx authorizes Lessor to fill in descriptive
material in the Lease (including serial numbers) and to correct any
patent errors under the Lease. Xxxxxx shall execute and authorizes Lessor
to file with such authorities and at such locations as Lessor may deem
appropriate, Uniform Commercial Code financing statements relating to the
Equipment and/or the Lease, and Xxxxxx agrees to reimburse Lessor upon
demand for all costs incurred relative thereto. In addition, Xxxxxx
agrees that an original or a photocopy of the Lease (including any
addenda, attachments and amendments to the Lease) may be filed by Lessor
as a Uniform Commercial Code financing statement. Xxxxxx agrees to
immediately notify Lessor in writing, of any change in Xxxxxx's name or
address, or discontinuance of its place or places of business.
14. ASSIGNMENT BY LESSOR: The Lease or any interest of Lessor in the
Lease may be assigned by Xxxxxx. UPON NOTICE OF SUCH ASSIGNMENT XXXXXX
AGREES TO PAY DIRECTLY TO ASSIGNEE WITHOUT ABATEMENT, DEDUCTION OR SETOFF
ALL AMOUNTS WHICH BECOME DUE UNDER THE LEASE AND FURTHER AGREES THAT IT
WILL NOT ASSERT AGAINST ASSIGNEE ANY DEFENSE, COUNTERCLAIM OR SETOFF FOR
ANY REASON WHATSOEVER IN ANY ACTION FOR PAYMENT OR POSSESSION BROUGHT BY
ASSIGNEE. Upon any such assignment, such assignee (herein "Assignee")
shall have and be entitled to any and all rights and remedies of Lessor
under the Lease, all references in the Lease to Lessor shall include
Assignee except that Assignee shall not be chargeable with any
obligations or liabilities of Lessor under the Lease. Lessee shall (if
requested by Xxxxxx) acknowledge in writing any assignments (including
any material terms of the Lease) in a form supplied by Lessor.
15. MISCELLANEOUS: THE LEASE, OR ANY PART OF THE LEASE, MAY NOT BE
ASSIGNED BY LESSEE WITHOUT THE WRITTEN CONSENT OF XXXXXX and shall be
binding upon and inure to the benefit of the parties hereto, their legal
representatives, permitted successors and assigns. No amendment to the
Lease or the Agreement shall be effective unless in writing signed by the
parties thereto and no waiver of any provision of the Lease shall be
effective unless in writing, signed by the party to be charged. No
failure to exercise, no delay in exercising, and no single or partial
exercise on the part of Lessor of any right, remedy, or power under the
Lease, shall operate as a waiver thereof or preclude Lessor from
exercising any other right, remedy or power under the Lease. Any
provision of the Lease which is unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability, without invalidating the remaining provisions of the
Lease. No action, regardless of form, arising out of the Lease may be
brought by Lessee more than two (2) years after the cause of action has
arisen. The representations, warranties, obligations and indemnities of
Lessee under the Lease shall survive the termination of the Lease to the
extent required for their full observance and performance. The
obligations of each co-maker (if any) of the Lease, shall be primary,
joint and several, and each such co-maker hereby irrevocably consents to
any extension of time of payments and/or the execution of any refinancing
agreement relative to the Lease. In the event that Lessee fails to meet
any of its obligations under the Lease, Lessor may at its option satisfy
such obligation and Xxxxxx shall reimburse Lessor on demand therefor. In
the event that legal or other action is required to enforce Xxxxxx's
rights under the Lease (including the exercise of remedies under Section
9 hereof), Xxxxxx agrees to reimburse Lessor on demand for its reasonable
attorneys' fees and its other related costs and expenses. The captions in
the Agreement are for convenience only and shall not define or limit any
of the terms hereof. THE AGREEMENT AND THE LEASE SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
