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specifications and will make the site(s)available to us by the confirmed have no right,title or interest in or to the Equi ` - ` '
<br /> shipping date. set forth in this Lease Agreement or otherwisE 6.1.D. - Page 41 �t
<br /> 32.4. Payment of Amounts Due. as expressly provided in Section 8,no transference ot fntellectual property
<br /> rights is intended by or conferred in this Lease Agreement. You agree to
<br /> a. The monthly lease charge is due and payable monthly,in advance.You execute and deliver to us any statement or instrument that we may
<br /> agree to pay all assessed costs for delivery and installation of Leased request to confirm or evidence our ownership of the Leased Equipment,
<br /> Equipment. and you irrevocably appoint us as your attorney-in-fact to execute and file
<br /> b. In addition to the monthly lease charge,you shall pay,or reimburse us the same in your name and on your behalf.If a court determines that the
<br /> for,amounts equal to any taxes,assessments on or arising out of this leasing transaction contemplated by this Lease Agreement does not
<br /> Lease Agreement or the Leased Equipment,and related supplies or constitute a financing and is not a lease of the Leased Equipment,then
<br /> any services,use or activities hereunder,including without limitation, we shall be deemed to have a first lien security interest on the Leased
<br /> state and local sales,use,property,privilege and excise tax,tax Equipment as of the date of this Lease Agreement,and you will execute
<br /> preparation,compliance expenses,but exclusive of taxes based on our such documentation as we may request to evidence such security interest.
<br /> net income.Property taxes are calculated and charged based on the If this Lease Agreement is deemed a loan despite the intention of the
<br /> average of the estimated annual property taxes over the course of the parties,then in no contingency or event whatsoever shall interest
<br /> term of the lease.You will also be charged an annual Tax Handling Fee, deemed charged hereunder,however such interest may be characterized
<br /> as set forth on the MPA and/or applicable Fee Schedule. or computed,exceed the highest rate permissible under any law which a
<br /> c. Your lease payments will be due despite dissatisfaction with the court of competent jurisdiction shall,in a final determination,deem
<br /> Leased Equipment for any reason. applicable hereto.
<br /> d. Whenever any payment is not made by you in full when due,you shall 32.7. Return or Purchase of Leased Equipment at End of Lease
<br /> pay us as a late charge,an amount equal to ten percent of the amount Period. Upon the completion of your lease term or any extension,you
<br /> due but no less than$5.00 for each month during which it remains Will have the option to(a)return the Leased Equipment to us,or(b)
<br /> unpaid(prorated for any partial month),but in no event more than the Purchase the Leased Equipment from us for the lesser of fair market value
<br /> maximum amount permitted by law.You shall also pay to us an admin- at the time(as determined in good faith by us)or an amount equal to
<br /> istrative charge of$10.00 for any debit we attempt to make against ten-percent(10%)of the total lease payments under this Lease Agreement
<br /> your Settlement Account that is rejected. with respect to each item of Leased Equipment.In the absence of an
<br /> affirmative election by you to return or purchase the Leased Equipment,
<br /> e. In the event your account is placed into collections for past due lease this lease will continue on a month-to-month basis at the existing monthly
<br /> amounts,you agree that we can recover a collection expense charge of lease payment;or(c)after the final lease payment has been received by
<br /> $50.00 for each aggregate payment requiring a collection effort. FDGL,the Agreement will revert to a month by month rental at the
<br /> 32.5. Use and Return of Leased Equipment;Insurance. existing monthly lease payment.If Client does not want to continue to
<br /> a. You shall cause the Leased Equipment to be operated by competent rent the equipment,then Client will be obligated to provide FDGL with
<br /> and qualified personnel in accordance with any operating instructions thirty(30)day prior written notice to terminate and return the equipment
<br /> furnished by us or the manufacturer.You shall maintain the Leased to FDGL.If we terminate this Lease Agreement pursuant to Section 32.12
<br /> Equipment in good operating condition and protect it from (b)due to a default by you,then you shall immediately return the Leased
<br /> deterioration,normal wear and tear excepted. Equipment to us no later than the tenth Business Day after termination,or
<br /> remit to us the fair market value of the Leased Equipment as determined
<br /> b. You shall not permit any physical alteration or modification of the in good faith by us.We may collect any amounts due to us under this
<br /> Leased Equipment,or change the installation site of the Leased Section 32.7 by debiting your Settlement Account,and to the extent we
<br /> Equipment,without our prior written consent. are unable to obtain full satisfaction in this manner,you agree to pay the
<br /> c. You shall not create,incur,assume or allow to exist any consensually or amounts owed to us promptly upon our request.
<br /> judicially imposed liens or encumbrances on,or part with possession 32.8. Software License. We retain all ownership and copyright interest
<br /> of,or sublease the Leased Equipment without our prior written in and to all computer software,related documentation,technology,
<br /> consent. know-how and processes embodied in or provided in connection with the
<br /> d. You shall comply with all governmental laws,rules and regulations Leased Equipment other than those owned or licensed by the manufac-
<br /> relating to the use of the Leased Equipment.You are also responsible turer of the Leased Equipment(collectively"Software"),and you shall have
<br /> for obtaining all permits required to operate the Leased Equipment at only a nonexclusive license to use the Software in your operation of the
<br /> yourfacility. Leased Equipment.
<br /> e. We or our representatives may,at any time,enter your premises for 32.9. Limitation on Liability. We are not liable for any loss,damage or
<br /> purposes of inspecting,examining or repairing the Leased Equipment. expense of any kind or nature caused directly or indirectly by the Leased
<br /> Equipment,including any damage or injury to persons or property caused
<br /> f. The Leased Equipment shall remain our personal property and shall by the Leased Equipment.We are not liable for the use or maintenance of
<br /> not under any circumstances be considered to be a fixture affixed to the Leased Equipment,its failure to operate,any repairs or service to it,or
<br /> your real estate.You shall permit us to affix suitable labels or stencils to by any interruption of service or loss of use of the Leased Equipment or
<br /> the Leased Equipment evidencing our ownership. resulting loss of business.Our liability arising out of or in any way
<br /> g. You shall keep the Leased Equipment adequately insured against loss connected with this Lease Agreement shall not exceed the aggregate
<br /> by fire,theft,and all other hazards. lease amount paid to us for the particular Leased Equipment involved.In
<br /> h. You shall provide proof of insurance as evidenced by a certificate no event shall we be liable for any indirect,incidental,special or
<br /> naming First Data Merchant Services Corporation as an additional consequential damages.The remedies available to you under this Lease
<br /> insured under your insurance policy.The loss,destruction,theft or Agreement are your sole and exclusive remedies.
<br /> damage of or to the Leased Equipment shall not relieve you from 32.10.Warranties.
<br /> your obligation to pay the full purchase price or total monthly a. All warranties,express or implied,made to you or any other person are
<br /> lease charges hereunder. hereby disclaimed,including without limitation,any warranties
<br /> i. If you do not provide such proof of insurance,you may be charged a regarding quality,suitability,merchantability,fitness for a particular
<br /> fee,on which we may make a profit,as set forth on your fee schedule purpose,quiet enjoyment,or non-infringement.
<br /> in connection with insuring the Equipment. b. You warrant that you will only use the Leased Equipment for
<br /> 32.6. Title to Leased Equipment.The Leased Equipment is and shall at commercial purposes and will not use the Leased Equipment for any
<br /> all times be and remain our sole and exclusive property,and you shall household or personal purposes.
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