{"id":42283,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/equipment-lease-agreement-sun-microsystems-inc-and-24-7-media.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"equipment-lease-agreement-sun-microsystems-inc-and-24-7-media","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/equipment-lease-agreement-sun-microsystems-inc-and-24-7-media.html","title":{"rendered":"Equipment Lease Agreement &#8211; Sun Microsystems Inc. and 24\/7 Media Inc."},"content":{"rendered":"<pre>                        [Letterhead of Sun Microsystems]\n\n                           CONFIRMATION OF AMENDMENT\n                            Dated as of July 7, 1998\n\nThis Amendment is executed pursuant to and in connection with Lease Schedule\nNo. 01 to Master Lease Agreement No. SL2890 between Sun Microsystems Finance\n(the 'Lessor') and 24\/7 Media, Inc. (the 'Lessee').\n\nLessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease\nfrom Lessor the additional Product as described below. These lease of such\nadditional components shall be pursuant to the Lease Agreement listed above\nand the terms thereof are hereby amended as follows:\n\nI.   PRODUCT ADDITIONS\n\n     Additional Product -- As described in Data Systems Marketing Corp.\n     Quotation No. iiups2.sun totaling $158,806.83 attached hereto for\n     informational purposes only. Any terms and conditions on the Quotations\n     which are in conflict or inconsistent with this lease shall not apply.\n\nII.  RENTAL AND LEASE TERM ADJUSTMENTS\n\n     Current Monthly Rental:            $24,388.91\n     New Monthly Rental:                $30,139.31\n     Effective Date:                    August 01, 1998\n\nLessor:                                 Lessee:\nSun Microsystems Finance                24\/7 Media, Inc.\nA Sun Microsystems, Inc. Business\n\nBy: \/s\/ Carrie A. Halvorson             By:  \/s\/ Yale Brown\n   ------------------------------           -----------------------------\n        Carrie A. Halvorson\n\nTitle:  Sun Programs Manager            Title:   Executive Vice-President\n      ---------------------------             ---------------------------\n\nDate:   7\/7\/98                          Date:    7\/7\/98\n     ----------------------------             ---------------------------\n\n\n\n\n                        [Letterhead of Sun Microsystems]\n\nJuly 7, 1998\n\nMr. Yale Brown\n24\/7 Media, Inc.\n201 North Union Street\nAlexandria, VA 22314\n\nRe: SunLease Account #64301933   Purchase Order No. 41\n\nPlease note that your SunLease is being processed and is subject to the changes\nbelow. Please review these changes and, if requested, sign and return this\nletter to the address above. These changes will become part of your lease\ndocumentation as reflected in the Terms and Conditions thereof.\n\n[ X ] The Rental Terms of your lease have been changed.\n[ X ] The Equipment Configuration of your lease has changed.\n\n\nOLD TERMS                                NEW TERMS\nTerm:                30 Months           Remaining Term:      29 Months\nEffective Date:      07\/01\/98            Effective Date:      08\/01\/98\nMonthly Payment:     $24,388.91          Monthly Payment:     $30,139.31\nPurchase Option:     Fair Market Value   Purchase Option:     Fair Market Value\nEquipment Amount:    $690,681.27         Equipment Amount:    $849,488.1\n\nReason for Change: You are adding equipment per the attached Data Systems\nMarketing Corp. Quotation # iiups2.sun dated 24-June-98. This now becomes\npart of your lease agreement.\n\n\n[ X ]   PLEASE SIGN AND RETURN THIS NOTICE AS SOON AS POSSIBLE ALONG WITH AN\n        ORIGINAL PURCHASE ORDER FOR THE NEW EQUIPMENT AMOUNT.\n\n[   ]   THIS CHANGE WILL OCCUR AUTOMATICALLY. NO NEED TO RETURN THIS NOTICE.\n        THANK YOU FOR CHOOSING SUN MICROSYSTEMS FINANCE. WE LOOK FORWARD TO\n        SERVING YOU AGAIN.\n\n\nSincerely                              [X] Accepted and Acknowledged\n\n\n\/s\/ Dean Jo Paul                       Signature: Yale Brown\n---------------                                   ---------------\nDean Jo Paul\nLease Process Coordinator              Title: EVP   Date: 7\/7\/98\n\n\n\n\n\n                        [Letterhead of Sun Microsystems]\n\nJuly 7, 1998\n\nMr. Yale Brown\n24\/7 Media, Inc.\n201 North Union Street\nAlexandria, VA 22314\n\nRe: SunLease Account #64301933\n\nPlease note that your SunLease is being processed and is subject to the changes\nbelow. Please review these changes and, if requested, sign and return this\nletter to the address above. These changes will become part of your lease\ndocumentation as reflected in the Terms and Conditions thereof.\n\n[X] The Rental Terms of your lease have been changed.\n[X] The Equipment Configuration of your lease has changed.\n\n--------------------------------------------------------------------------------\n\n<font size=\"2\">OLD TERMS                                NEW TERMS\n\nTerm:                30 Months           Remaining Term:      30 Months\nEffective Date:      07\/01\/98            Effective Date:      07\/01\/98\nMonthly Payment:     $24,089.41          Monthly Payment:     $24,388.91\nPurchase Option:     Fair Market Value   Purchase Option:     Fair Market Value\nEquipment Amount:    $682,122.64         Equipment Amount:    $690,681.27\n\n--------------------------------------------------------------------------------\n\n<\/font>Reason for Change: Data Systems Marketing Corp. Quote #intellinter.xls has been\nmodified as of May 26, 1998 and 24\/7 Media, Inc. Purchase Order number 24 is\nreplaced with Purchase Order number 32. This now becomes part of your lease\nagreement.\n\n--------------------------------------------------------------------------------\n\n[X]   PLEASE SIGN AND RETURN THIS NOTICE AS SOON AS POSSIBLE ALONG WITH AN\n      ORIGINAL PURCHASE ORDER FOR THE NEW EQUIPMENT AMOUNT.\n\n[ ]   THIS CHANGE WILL OCCUR AUTOMATICALLY. NO NEED TO RETURN THIS NOTICE.\n\n            THANK YOU FOR CHOOSING SUN MICROSYSTEMS FINANCE. WE LOOK\n                         FORWARD TO SERVING YOU AGAIN.\n\n--------------------------------------------------------------------------------\n\nSincerely                                         [X] Accepted and Acknowledged\n\n                                                  Signature: Yale R. Brown\n\/s\/ Dean Jo Paul\nDean Jo Paul\nLease Process Coordinator                          Title: EVP     Date: 7\/7\/98\n\n\n\n\n                       ADDITIONAL TERMS FOR SMCC PRODUCTS\n\nThe following additional terms and conditions shall govern the use of SMCC\nProducts leased hereunder.\n\n1.0   USE OF SOFTWARE\n\nLessee's use of any software Products ('Software') provided under this Schedule\nshall be governed by the object code license accompanying such Software.\n\n2.0   WARRANTY\n\nProduct warranties may vary depending on the specific SMCC Product leased.\nApplicable terms and conditions are as set out in the then current U.S. End User\nPrice List. Software is warranted to conform to published specifications for a\nperiod of ninety (90) days from the date of delivery. SMCC does not warrant\nthat: (i) operation of any Software will be uninterrupted or error free; or (ii)\nfunctions contained in Software will operate in combinations which may be\nselected for use by the licensee or meet the licensee's requirements. These\nwarranties extend only to Lessee as an original Lessee.\n\nLessee's exclusive remedy and SMCC's entire liability under these warranties\nwill be (i) with respect to Product, repair or at SMCC's option, replacement;\nand (ii) with respect to Software, use its best efforts to correct such Software\nas soon as practical after licensee has notified SMCC of Software's\nnonconformance. If such repair, replacement or correction is not reasonably\nachievable, SMCC will refund the rental fee\/license fee. Unless Lessee has\nexecuted an on-site service agreement, repair or replacement will be undertaken\nat a service location authorized by SMCC.\n\nAll Software customization is provided 'AS IS', without a warranty of any kind.\n\nNo SMCC warranty shall apply to any Software that is modified without SMCC's\nwritten consent or any Product or Software which has been misused, altered,\nrepaired or used with equipment or software not supplied or expressly approved\nby SMCC.\n\nSMCC reserves the right to change these warranties at any time upon Notice and\nwithout liability to Lessee or third parties.\n\nEXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED REPRESENTATIONS\nAND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A\nPARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED.\n\n3.0   TRADEMARKS AND OTHER PROPRIETARY RIGHTS\n\n'Trademarks' means all company names, products' names, marks, logos, designs,\ntrade dress and other designations or brands used by Sun Microsystems, Inc., its\nsubsidiaries and affiliates ('Sun') in connection with Products, including, Sun,\nSun Microsystems, the Sun logo, SPARCstation, SPARCserver, and all Sun product\ndesigns.\n\nLessee is granted no right, title, license or interest in the Trademarks. Lessee\nacknowledges Sun's rights in the Trademarks and agrees that any and all use of\nthe Trademarks by Lessee shall inure to the sole benefit of Sun.\n\n4.0   HIGH RISK ACTIVITIES\n\nPRODUCTS ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED, MANUFACTURED OR INTENDED\nFOR USE OR RESALE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS\nREQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES,\nAIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE\nSUPPORT, OR WEAPONS SYSTEMS IN WHICH THE FAILURE OF PRODUCTS COULD LEAD DIRECTLY\nTO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ('HIGH\nRISK ACTIVITIES'). SMCC SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY\nOF FITNESS FOR HIGH RISK ACTIVITIES.\n\nLessee represents and warrants that it will not use, distribute or resell\nProducts (including Software) for High Risk Activities and that it will ensure\nthat its end-users or customers of Product are provided with a copy of the\nnotice in the previous paragraph.\n\n\n\n\n                        [Letterhead of Sun Microsystems]\n\n      SUN MICROSYSTEMS FINANCE\n      MASTER LEASE AGREEMENT\n\n      Master Lease # SL2890\n\nLessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, subject\nto the following terms of this Master Lease Agreement ('Master Lease') and any\nLease Schedule ('Schedule'), collectively referred to as the Lease ('Lease'),\nthe personal property described in any Schedule together with all attachments,\nreplacements, parts, substitutions, additions, upgrades, accessories, software\nlicenses and operating manuals (the 'Product'). Each Schedule shall constitute a\nseparate, distinct, and independent Lease and contractual obligation of Lessee.\n\n1.    Commencement Date And Term\n\nThe initial lease term ('Initial Term') and Lessee's rental obligations shall\nbegin on the Commencement Date and continue for the number of Rental Periods\nspecified in the Lease as set forth in Section 2 below and shall renew\nautomatically thereafter until terminated by either party upon not less than\nninety (90) days prior written notice. The Commencement Date with respect to\neach item of Product shall be the 16th day after date of shipment to Lessee.\n\n2.    Rent and Rental Period\n\nAll rental payments and any other amounts payable under a Lease are collectively\nreferred to as 'Rent'. The Rental Period shall mean the rental payment period of\neither calendar months, quarters, or as otherwise specified in each Schedule.\nRent for the specified Rental Period is due and payable in advance, to the\naddress specified in Lessor's invoice, on the first day of each Rental Period\nduring the Initial Term and any extension (collectively, the 'Lease Term'),\nprovided, however, that Rent for the period of time (if any) from the\nCommencement Date to the first day of the first Rental Period shall begin to\naccrue on the Commencement Date. If any Rent is not paid when due, Lessee will\npay a service fee equal to five percent (5%) of the overdue amount plus interest\nat the rate of one and one half percent (1.5%) per month or the maximum legal\ninterest rate, whichever is less.\n\n3.    Net Lease, Taxes and Fees\n\nEach Schedule shall constitute a net lease and payment of Rent shall be absolute\nand unconditional, and shall not be subject to any abatement, reduction, set\noff, defense, counterclaim, interruption, deferment or recoupment for any reason\nwhatsoever. Lessee agrees to pay Lessor when due shipping charges, fees,\nassessments and all taxes (municipal, state and federal) imposed upon a Lease\nor the Product or its ownership, leasing, renting, possession or use except for\ntaxes based on Lessor's income.\n\n4.    Title\n\nProduct shall always remain personal property. Lessee shall have no right or\ninterest in the Product except as provided in this Master Lease and the\napplicable Schedule and shall hold the Product subject and subordinate to the\nrights of Lessor. Lessee agrees to execute UCC financing statements as and when\nrequested by Lessor and hereby appoints Lessor as its attorney-in-fact to\nexecute such financing statements. Lessor may file a photocopy of any Lease as a\nfinancing statement.\n\nLessee will, at its expense, keep the Product free and clear from any liens or\nencumbrances of any kind (except any caused by Lessor) and will indemnify and\nhold Lessor harmless from and against any loss or expense caused by Lessee's\nfailure to do so. Lessee shall give Lessor immediate written notice of any\nattachment or judicial process affecting the Product or Lessor's ownership. If\nrequested, Lessee will label the Product as the property of Lessor and shall\nallow, subject to Lessee's reasonable security requirements, the inspection of\nthe Product during regular business hours.\n\n5.    Use, Maintenance And Repair\n\nLessee, at its own expense, shall keep the Product in good repair, appearance\nand condition, other than normal wear and tear and shall obtain and keep in\neffect throughout the term of the Schedule's hardware and software maintenance\nagreement with the manufacturer or other party acceptable to Lessor. All parts\nfurnished in connection with such repair and maintenance shall be manufacturer\nauthorized parts and shall immediately become components of the Product and the\nproperty of Lessor. Lessee shall use the Product in compliance with the\nmanufacturer's or supplier's suggested guidelines.\n\n6.    Delivery and Return of Product\n\nLessee assumes the full expense of transportation, insurance, and installation\nto Lessee's site. Upon termination of each Schedule, Lessee will provide Lessor\na letter from the manufacturer certifying that the Product is in good operating\ncondition and is eligible for continued maintenance and that the operating\nsystem is at the then current level, unless under a Sun service contract during\nthe Lease Term. Lessee, at its expense, shall deinstall, pack and ship the\nProduct to the U.S. location identified by Lessor. Lessee shall remain obligated\nto pay Rent on the Product until the Product and certification are received by\nLessor.\n\n7.    Assignment And Relocation\n\nLessee may sublease or assign its rights under this agreement with lessor's\nprior written consent, which consent shall not be unreasonably withheld,\nsubject, however, to any terms and conditions which Lessor may require. No\npermitted assignment or sublease shall relieve Lessee of any of its obligations\nhereunder.\n\nLessee acknowledges Lessor may sell and\/or assign its interest or grant a\nsecurity interest in each Lease and\/or the Product to an assignee ('Lessor's\nAssignee'), so long as Lessee is not in default hereunder. Lessor or Lessor's\nAssignee shall not interfere with Lessee's right of quiet enjoyment and use of\nthe Product. Upon the assignment of each Lease, Lessor's Assignee shall have any\nand all discretions, rights and remedies of Lessor and all references to Lessor\nshall mean Lessor's Assignee. In no event shall any assignee of Lessor be\nobligated to perform any duty, covenant or condition under this Lease and Lessee\nagrees it shall pay such assignee without any defense, rights of set-off or\ncounterclaims and shall not hold or attempt to hold such assignee liable for any\nof Lessor's obligations hereunder.\n\nLessee, at its expense, may relocate Product (after packing it for shipment in\naccordance with the manufacturer's instructions) in a different address with\nthirty (30) days prior written notice to Lessor. The Product shall at all times\nbe used solely within the United States.\n\n8.    Upgrades And Additions\n\nLessee may affix or install any accessory, addition, upgrade, equipment or\ndevice on the Product ('Additions') provided that such Additions (i) can be\nremoved without causing material damage to the Product, (ii) do not reduce the\nvalue of the Product and (iii) are obtained from or approved by Sun\nMicrosystems Computer Corporation and are not subject to the interest of any\nthird party other than Lessor. Any other Additions may not be installed without\nLessor's prior written consent. At the end of the Schedule Term, Lessee shall\nremove any Additions which (i) were not leased by Lessor and (ii) are readily\nremovable without causing material damage or impairment of the intended\nfunction, use, or value of the Product and restore the Product to its original\nconfiguration. Any Additions which are not so removable will become the\nLessor's property (lien free).\n\n9.    Lease End Options\n\nUpon written notice given at least ninety (90) days prior to expiration of the\nLease Term, and provided Lessee is not in default under any Schedule, Lessee may\n(i) exercise any purchase option set forth on the Schedule, or (ii) renew the\nSchedule for a minimum extension period of twelve (12) months, or (iii) return\nand Product to Lessor at the expiration date of the Schedule pursuant to Section\n6 above.\n\n10.   Insurance, Loss Or Damage\n\nEffective upon shipment of Product to Lessee and until Product is received by\nLessor, Lessee shall provide at its expense (i) insurance against the loss or\ntheft or damage to the Product for the full replacement value, and (ii)\ninsurance against public liability and property damage. Lessee shall provide a\ncertificate of insurance that such coverage is in effect, upon request by\nLessor, naming Lessor as loss payee and\/or additional insured, as may be\nrequired.\n\nLessee shall bear the entire risk of loss, theft, destruction of or damage to\nany item of Product. No loss or damage shall relieve Lessee of the obligation to\npay Rent or any other obligation under the Schedule. In the event of loss or\ndamage, Lessee shall promptly notify Lessor and shall, at Lessor's option (i)\nplace the Product in good condition and repair, or (ii) replace the Product\nwith lien free Product of the same model, type and configuration in which case\nthe relevant Schedule shall continue in full force and effect and clear title in\nsuch Product shall automatically vest in Lessor, or (iii) pay Lessor the present\nvalue of remaining Rent plus the buyout purchase option price provided for in\nthe applicable Schedule.\n\n11.   Selection, Warranties and Limitation Of Liability\n\nLessee acknowledges that it has selected the Product and disclaims any reliance\nupon statements made by Lessor. Lessee acknowledges and agrees that use and\npossession of the Product by Lessee shall be subject to and controlled by the\nterms of any manufacturer's or, if appropriate, supplier's warranty, and Lessee\nagrees to look solely to the manufacturer or, if appropriate, supplier with\nrespect to all mechanical, service and other claims, and the right to enforce\nall warranties made by said manufacturer are hereby assigned to Lessee for the\nterm of the Schedule.\n\nEXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR HAS NOT MADE AND DOES NOT MAKE\nANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER\nWHATSOEVER, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, THE DESIGN,\nQUALITY, CAPACITY OR CONDITION\n\n\n\n\nOF THE PRODUCT, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IT\nBEING AGREED THAT AS THE LESSEE SELECTED BOTH THE PRODUCT AND THE SUPPLIER, NO\nDEFECT, EITHER PATENT OR LATENT SHALL RELIEVE LESSEE OF ITS OBLIGATION\nHEREUNDER. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE FOR SPECIFIC\nPERFORMANCE OR ANY LIABILITY, LOSS, DAMAGE OR EXPENSE OF ANY KIND INCLUDING,\nWITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF\nANY NATURE, DAMAGES ARISING FROM THE LOSS OF USE OF PRODUCT, LOST DATA, LOST\nPROFITS, OR FOR ANY CLAIM OR DEMAND.\n\n12.   Indemnity\n\nLessee shall indemnify and hold harmless Lessor and Lessor's Assignee from and\nagainst any and all claims, actions, suits, proceedings, liabilities, damages,\npenalties, costs and expenses (including reasonable attorneys' fees), arising\nout of the use, operation, possession, ownership (for strict liability in tort\nonly), selection, leasing, maintenance, delivery or return of any item of\nProduct.\n\n13.   Default And Remedies\n\nLessee shall be in default of any Lease if (i) Lessee fails to pay Rent within\nten (10) days of due date; (ii) Lessee fails to perform or observe or breaches\nany covenant or condition or any representation or warranty in such Lease, and\nsuch failure or breach continues unpermitted for a period of ten (10) days\nafter written notice from Lessor; (iii) Lessee, except as expressly permitted\nin the Lease, attempts to move, sell, transfer, encumber, or sublet without\nconsent any item of Product leased under such Lease; (iv) Lessee files or has\nfiled against it a petition in bankruptcy or becomes insolvent or makes an\nassignment for the benefit of creditors or consents to the appointment of a\ntrustee or receiver or either shall be appointed for Lessee or for a substantial\npart of its property without its consent; or (v) Lessee or any guarantor of\nLessee is declared legally deceased or if Lessee shall terminate its existence\nby merger, consolidation, sale of substantially all of its assets or otherwise.\n\nUpon default, Lessor may, at its option, take one or more of the following\nactions, (i) declare all sums due and to become due under the Schedule\nimmediately due and payable, (ii) require Lessee to return immediately all\nProduct leased under such Schedule to Lessor in accordance with Paragraph 6\nhereof, (iii) without breach of the peace take immediate possession of and\nremove the Product; (iv) sell any or all of the Product at public or private\nsale or otherwise dispose of, hold, use or lease to others, or; (v) exercise any\nright or remedy which may be available to Lessor under applicable law, including\nthe right to recover damages for the breach of the Schedule. In addition, Lessee\nshall be liable for reasonable attorney's fees, other costs and expenses\nresulting from any default, or the exercise of Lessor's remedies, including\nplacing such Product in the condition required by Paragraph 6 hereof. Each\nremedy shall be cumulative and in addition to any other remedy otherwise\navailable to Lessor at law or in equity. No express or implied waiver of any\ndefault shall constitute a waiver of any of Lessor's other rights.\n\n14.   Lessee's Representations\n\nLessee represents and warrants for this Master Lease and each Schedule that the\nexecution, delivery and performance by Lessee have been duly authorized by all\nnecessary corporate action; the individual executing was duly authorized to do\nso; the Master Lease and each Schedule constitute valid, binding agreements of\nthe Lessee enforceable in accordance with their terms; that all information\nsupplied by Lessee, including but not limited to the credit application and\nother financial information concerning Lessee, is accurate in all material\nrespects as of the date provided; and if there is any material change in such\ninformation prior to manufacturer's or, if appropriate, supplier's shipment of\nProduct under the Schedule, Lessee will advise Lessor of such change in writing.\n\n15.   Applicable Law\n\nThis Master Lease and each Schedule shall in all respects be governed by and\nconstrued in accordance with the laws of the state of California without giving\neffect to the principles of conflict of laws.\n\n16.   Miscellaneous\n\nLessee agrees to execute and deliver to Lessor such further documents,\nincluding, but not limited to, financing statements, assignments, and financial\nreports and take such further action as Lessor may reasonably request to protect\nLessor's interest in the Product.\n\nThe performance of any act or payment by Lessor shall not be deemed a waiver of\nany obligation or default on the part of Lessee. Lessor's failure to require\nstrict performance by Lessee of any of the provisions of this Master Lease shall\nnot be a waiver thereof. No rights or remedies referred to in Article 2A of the\nUniform Commercial Code will be conferred on Lessee unless expressly granted in\nthis Master Lease.\n\nThis Master Lease together with any Schedule constitutes the entire\nunderstanding between the parties and supersedes any previous representations or\nagreements whether verbal or written with respect to the use, possession and\nlease of the Product described in the Schedule. In the event of a conflict, the\nterms of the Schedule shall prevail over the Master Lease.\n\nNo amendment or change of any of the terms or conditions herein shall be binding\nupon either party unless they are made in writing and are signed by an\nauthorized representative of each party. Each Schedule is non-cancellable for\nthe full term specified and each Schedule shall be binding upon and shall inure\nto the benefit of Lessor, Lessee, and their respective successors, legal\nrepresentatives and permitted assigns.\n\nAll agreements, representations and warranties contained herein shall be for the\nbenefit of Lessor and shall survive the execution, delivery and termination of\nthis Master Lease, any Schedule or related document.\n\nAny provision of this Master Agreement and\/or each Schedule which is\nunenforceable shall not cause any other remaining provision to be ineffective or\ninvalid. The captions set forth herein are for convenience only and shall not\ndefine or limit any of the terms hereof. Any notices or demands in connection\nwith any Schedule shall be given in writing by regular or certified mail at the\naddress indicated in the Schedule, or to any other address specified.\n\nTHIS MASTER LEASE SHALL BECOME EFFECTIVE ON THE DATE\nACCEPTED BY LESSOR.\n\nLESSOR: SUN MICROSYSTEMS FINANCE\n        A Sun Microsystems, Inc. Business\n\n\nBY:     \/s\/ Gregg E. Gerst\n        ------------------------------------------------------------------------\n                             (Authorized Signature)\n\nNAME:   Gregg E. Gerst\n        ------------------------------------------------------------------------\n\nTITLE:  Manager, U.S. Leasing Programs\n        ------------------------------------------------------------------------\n\nDATE:   5\/18\/98\n        ------------------------------------------------------------------------\n\nLESSEE: 24\/7 Media, Inc.\n        ------------------------------------------------------------------------\n                 (Full legal name of Lessee) (Business Entity)\n\n\n\nBY:     Yale R. Brown\n        ------------------------------------------------------------------------\n                             (Authorized Signature)\n\nNAME:   Yale R. Brown\n        ------------------------------------------------------------------------\n\nTITLE:  EVP\n        ------------------------------------------------------------------------\n\nDATE:   5\/18\/98\n        ------------------------------------------------------------------------\n\n\n\n\n                        [Letterhead of Sun Microsystems]\n\n\n\n\n                           Lease Schedule ('Schedule') No. 01\n                           To Master Lease Agreement ('Master Lease') No. SL2890\n======================================================================================================|\n                                            \nNAME: 24\/7 Media Inc.                       |  SUN MICROSYSTEMS FINANCE                               |\n--------------------------------------------|  A SUN MICROSYSTEMS, INC. BUSINESS                      |\nADDRESS: 201 North Union Street             |  2550 GARCIA AVENUE                                     |\n         Alexandria, VA 22314               |  MOUNTAINVIEW, CA 94043                                 |\n--------------------------------------------|                                                         |\nADMIN. CONTACT: Mr. Yale Brown              |                                                         |\n--------------------------------------------|---------------------------------------------------------|\nPHONE NO.:      703-706-9500                |  PHONE NO.: 800-786-3366         FAX NO.: 612-513-3299  |\n============================================|=========================================================|\n                                            |  LEASE TERM: 30 MONTHS                                  |\n                                            |---------------------------------------------------------|\nSame as above                               |  RENTAL: $24,089.41*             PER MONTH              |\n                                            |---------------------------------------------------------|\n                                            |  *Payments to be made with Automatic Bank Withdrawal    |\n--------------------------------------------|---------------------------------------------------------|\nLEASSEE PURCHASE ORDER NO.:                 |  SALES\/USE TAX:  Payment amount may be increased to     |\n--------------------------------------------|---------------------------------------------------------|\nCONTACT:                                    |                  include applicable sales\/use tax.      |\n--------------------------------------------|---------------------------------------------------------|\nPHONE NO.:                                  |                                                         |\n============================================|=========================================================|\n                                            | | X | FMV PURCHASE OR RENEWAL                           |\n                                            | |---|---------------------------------------------------|\nSame as above                               | |   | $1 PURCHASE OPTION                                |\n                                            | |---|---------------------------------------------------|\n                                            | |   | 10% PURCHASE OPTION                               |\n                                            | |---|---------------------------------------------------|\n                                            | |   | OTHER:                                            |\n--------------------------------------------|  ---                                                    |\nCONTACT:                                    |                                                         |\n--------------------------------------------|                                                         |\nPHONE NO.:                                  |                                                         |\n------------------------------------------------------------------------------------------------------|\n\n--------------------------------------------------------------------------------\nPRODUCT DESCRIPTION AS DESCRIBED IN DATA SYSYTEMS MARKETING QUOTATION NO'S,\nintellinter.xls, intellserv01.xls, intellinter04.xls, intellinter07.xls\n&amp; intellserv01.xls ATTACHED HERETO.\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\nMASTER AGREEMENT: This Schedule is issued and effective this date set forth\nbelow pursuant to the Master Lease identified above. All of the terms,\nconditions, representations and warranties of the Master Lease are hereby\nincorporated herein and made a part hereof as if they were expressly set forth\nin this Schedule and this Schedule constitutes a separately enforceable,\ncomplete and independent lease with respect to the Product described herein. By\ntheir execution and delivery of this Schedule, the parties hereby affirm all of\nthe terms, conditions, representations and warranties of the Master Lease.\n\nThe additional terms set forth and the reverse side hereof are made a part of\nthis Schedule.\n--------------------------------------------------------------------------------\n\n\n                                                           \nAGREED AND ACCEPTED BY:                                       AGREED AND ACCEPTED BY:\n\nSUN MICROSYSTEMS FINANCE                                      LESSEE 24\/7 Media, Inc.\nA Sun Microsystems, Inc. Business\n\nBY:   \/s\/ Gregg E. Gerst                                      BY:   \/s\/ Yale R. Brown\n      --------------------------------------                        --------------------------------------\n\nNAME:  Gregg E. Gerst                                         NAME: \/s\/ Yale R. Brown\n      --------------------------------------                        --------------------------------------\n\nTITLE: Manager, U.S. Leasing Programs                         TITLE: EVP\n      --------------------------------------                        --------------------------------------\n\nDATE: 5\/18\/98                                                 DATE: 5\/18\/98\n      --------------------------------------                        --------------------------------------\n\n\n                                                                    May 15, 1998\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536,8968],"corporate_contracts_industries":[9503,9508],"corporate_contracts_types":[9613,9614],"class_list":["post-42283","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_companies-sun-microsystems-inc","corporate_contracts_industries-services__advertising","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42283","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42283"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42283"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42283"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42283"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}