Common use of Additional Lease Terms Clause in Contracts

Additional Lease Terms. The following additional terms shall apply only to Orders for leasing or rental transactions (the "Lease Terms"). Notwithstanding anything to the contrary in this Participating Addendum, in the event of a conflict between the terms of an Order subject to the Order of Precedence outlined in Section 4 of Exhibit A will be applied. (i) If required in a statement of work, Purchasing Entity agrees to confirm delivery, installation and rejection or acceptance of all Products covered by each Order for leasing by signing an acceptance certificate or rejecting the Product(s) after such product is installed and tested by the Purchasing Entity. By signing an acceptance certificate, Purchasing Entity shows acceptance of the Product(s) and allows Lessor to invoice for the Product(s). Purchasing Entity agrees to test, and return to Lessor either the signed acceptance certificate (which, at mutual agreement, may be done electronically) within ten (10) business days after any Product is installed or provide notice of Product rejection. Lessor shall provide written notice for an additional ten (10) business days to two contacts for the Purchasing Entity upon not receiving a response for an acceptance certificate or notice of Product rejection. If upon the second notice and ten (10) full business days following the second notice from Lessor to the Purchasing Entity fails to sign the acceptance certificate or reject the Products within the foregoing period, both parties shall discuss if the nonresponse shall be deemed as acceptance or Product rejection. If there are no acceptance criteria in a statement of work, then Section L.5 of the applicable lease shall apply. (ii) The first scheduled payment (as specified in the applicable Order) ("Payment") will be due following delivery/installation plus five (5) business days (to ensure device functions properly) of the Products and within thirty (30) days of receipt of a properly submitted vendor invoice or such later date as Lessor may designate. The remaining Payments will be due within thirty (30) days of receipt of a properly submitted vendor invoice, unless otherwise specified on the applicable Order. (iii) Purchasing Entity agrees that, except for non-appropriation of funds, EACH ORDER IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY ORDER FOR LEASE MADE PURSUANT TO THIS PARTICIPATING ADDENDUM. (iv) Unless and to the extent the Purchasing Entity is exempt and provides a valid exemption certificate to Lessor, in addition to the payments under the applicable Order, Purchasing Entity agrees to pay all taxes imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, control or use of the Product. (v) Purchasing Entity is responsible for risk of loss for the Products. (vi) Each of the following is a "Default" under these Lease Terms and all Orders: (a) Purchasing Entity fails to pay any Payment or any other amount within thirty

Additional Lease Terms. The following additional terms shall apply only to Orders for leasing or rental transactions (the "Lease Terms"). Notwithstanding anything to the contrary in this Participating Addendum, in the event of a conflict between the terms of an Order subject to the leasing terms set forth in the Participating Addendum and/or Master Agreement, the Order of Precedence outlined in Section 4 of Exhibit A will be applied. (i) If required in a statement of work, Purchasing Entity agrees to confirm delivery, installation and rejection or acceptance of all Products covered by each Order for leasing by signing an acceptance certificate or rejecting the Product(s) after such product is installed and tested by the Purchasing Entity. By signing an acceptance certificate, Purchasing Entity shows acceptance of the Product(s) and allows Lessor to invoice for the Product(s). Purchasing Entity agrees to test, and return to Lessor either the signed acceptance certificate (which, at mutual agreement, may be done electronically) within ten five (105) business days after any Product is installed or provide notice of Product rejection. Lessor shall provide written notice for an additional ten five (105) business days to two contacts for the Purchasing Entity upon not receiving a response for an acceptance certificate or notice of Product rejection. If upon the second notice and ten five (105) full business days following the second notice from Lessor to the Purchasing Entity fails to sign the acceptance certificate or reject the Products within the foregoing period, both parties shall discuss if the nonresponse shall be deemed as acceptance or Product rejection. If there are no acceptance criteria in a statement of work, then Section L.5 of the applicable lease shall apply. (ii) The first scheduled payment (as specified in the applicable Order) ("Payment") will be due following delivery/installation plus five (5) business days (to ensure device functions properly) acceptance of the Products and within thirty (30) days of receipt of a properly submitted vendor invoice or such later date as Lessor may designate. The remaining Payments will be due within thirty (30) days of receipt of a properly submitted vendor invoice, unless otherwise specified on the applicable Order. (iii) Purchasing Entity agrees that, except for non-appropriation of funds, EACH ORDER IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY ORDER FOR LEASE MADE PURSUANT TO THIS PARTICIPATING ADDENDUM. (iv) Unless and to the extent the Purchasing Entity is exempt and provides a valid exemption certificate to Lessor, in addition to the payments under the applicable Order, Purchasing Entity agrees to pay all taxes imposed upon Lessor's purchase, ownership, possession, leasing, renting, operation, control or use of the Product. (v) Purchasing Entity is responsible for risk of loss for the Products. (vi) Each of the following is a "Default" under these Lease Terms and all Orders: (a) Purchasing Entity fails to pay any Payment or any other amount within thirtythirty (30) days of its due date and has not provided notice of a good faith dispute, (b) any representation or warranty made by Purchasing Entity in these Lease Terms is false or incorrect and/or Purchasing Entity does not perform any of Purchasing Entity's other obligations under these Lease Terms or any Order and/or under any other agreement with Lessor and this failure continues for thirty (30) days after Lessor has notified Purchasing Entity of it, (c) a petition is filed by or against Purchasing Entity or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for Purchasing Entity, any guarantor or any substantial part of Purchasing Entity's assets, (d) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (f) Purchasing Entity stops doing business as a going concern or transfer all or substantially all of Purchasing Entity's assets. (vii) If a Default occurs, Lessor may do one or more of the following: (a) Lessor may cancel or terminate any or all Orders, and/or any or all other agreements that Lessor has entered into with Purchasing Entity; (b) Lessor may require Purchasing Entity to immediately pay to Lessor, as compensation for loss of Lessor's bargain and not as a penalty, a. sum equal to: (i) all past due Payments and all other past due amounts payable under any Order; and (ii) the present value total of all unpaid Payments for the remainder of the lease term, discounted at a rate equal to 6% per year to the date of default; (c) Lessor may require Purchasing Entity to deliver the Product to Lessor. (viii) AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY ORDER FOR LEASING, SUCH ORDER WILL IMMEDIATELY TERMINATE. Notwithstanding the foregoing, Purchasing Entity may extend the original term of any Order by issuance of an acceptable Order pursuant to the extension options outlined in the Participating Addendum prior to the expiration of the original term of such Order. A quotation shall be provided to the Purchasing Entity prior to the order for any extension. Quotations shall not be provided for a new lease or new equipment after the contract has expired. At the end of the applicable Order, Purchasing Entity will make the Product subject to such expired Order available to Lessor (or its designee) upon a mutually agreed upon time, in as good condition as when Purchasing Entity received it, except for ordinary wear and tear; except that for Capital Leases, at the end of the applicable Order, all of Lessor’s right, title and interest in and to the Product shall automatically transfer to Purchasing Entity, and accordingly Purchasing Entity shall retain the Product without obligation to make it available to Lessor. Purchasing Entity may agree to pay additional monthly Payments for if the mutually agreed pickup is beyond the term of the lease with such payments at the same rate as then in effect under an Order, until the Product is received in good condition and working order by Lessor or its designees.