Common use of USE AND MAINTENANCE Clause in Contracts

USE AND MAINTENANCE. Lessee will use the Equipment with due care and only for the purpose for which it is intended. Lessee will, by qualified personnel, use, maintain, repair, modify (to the extent permitted or required herein) in accordance with prudent practices (but in no event less than the same extent to which Lessee maintains other similar equipment owned or leased by it) and for the purpose for which such Equipment was designed, in compliance with insurance policies, manufacturer's specified maintenance programs, warranties and applicable laws, and shall keep the Equipment in as good repair, condition, appearance and good operating order as when originally received by Lessee, ordinary wear and tear excepted, and will furnish all required labor, repairs, replacements and parts of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or unfit for use, all at its sole expense. Lessee shall enter into and maintain in force, for the term of each Lease (after the expiration of any applicable manufacturer’s warranty), a maintenance contract with the manufacturer of the Equipment or with a service organization satisfactory to Lessor and provide Lessor with a copy of such contract and all supplements thereto upon Lessor’s request. Lessee shall take all actions necessary to cause the Equipment to remain eligible for any maintenance program of the manufacturer, including the purchase of all replacements, upgrades and enhancements relating to the Equipment and the software used on, embedded in or with the Equipment, that are required by the manufacturer for such eligibility. Lessee shall, at its expense, make all modifications and improvements to the Equipment required by law. Lessee may, at its sole cost and expense, make any modifications to the Equipment, provided that such modifications (a) are readily removable without causing damage to the Equipment, (b) do not reduce the value, utility, marketability or remaining useful life of the Equipment, and (c) are of a kind that customarily are made by lessees or purchasers of equipment similar to the Equipment. All parts, alterations, additions, attachments, upgrades, modifications and improvements to the Equipment (or any component thereof) shall, when installed or made, automatically and immediately become the property of Lessor and part of the Equipment for all purposes; provided, that any modification not required by law shall if requested by Lessor be removed by Lessee and any damage to the Equipment resulting from such removal and the cost thereof shall be borne by the Lessee and repaired prior to the return of the Equipment to the Lessor. The Equipment shall not be used outside of the United States without Lessor's prior written consent.

USE AND MAINTENANCE. Lessee will shall use the Equipment solely in the conduct of its business and in a careful and proper manner consistent with due care and only for the purpose for which it is intendedrequirements of all applicable insurance policies relating to the Equipment. Lessee willwill not change the location of any Equipment as specified in the Schedule without the prior written consent of Lessor, by qualified personnelwhich consent shall not be unreasonably withheld. Lessee shall not attach or incorporate the Equipment to or in any other item of Equipment in such a manner that the Equipment becomes or may in Lessor's opinion be deemed to have become an accession to or a part of such other item of equipment. All Equipment shall be continually serviced, usemaintained, maintainrepaired, repair, modify (to the extent permitted or required herein) and improved in accordance with prudent practices (but in no event less than the same extent to which Lessee maintains other similar equipment owned or leased by it) requirements, guidelines and for the purpose for which such Equipment was designed, in compliance with insurance policies, manufacturer's specified maintenance programs, warranties and recommendations of its manufacturer and/or applicable lawsregulatory bodies, and shall keep the Equipment as Lessor may reasonably consider customary and in as good repair, condition, appearance and good operating order as when originally received by Lessee, ordinary wear and tear exceptedaccordance with then current practices of users of similar equipment, and will furnish all required laborin any event sufficient to preserve any applicable warranty. Unless Lessor otherwise agrees in writing, repairsLessee shall, replacements and parts of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or unfit for use, all at its sole expense. Lessee shall , enter into and maintain in force, for the term of each Lease (after the expiration of any applicable manufacturer’s warranty), a maintenance contract with the manufacturer of the Equipment or with a service organization satisfactory such other party as shall be acceptable to Lessor Lessor, and shall provide Lessor with a copy of such contract and all supplements thereto upon Lessor’s request. Lessee shall take all actions necessary to cause the Equipment to remain eligible for any maintenance program of the manufacturer, including the purchase of all replacements, upgrades and enhancements relating to the Equipment and the software used on, embedded in or with the Equipment, that which are required by the manufacturer for such eligibility. Lessee shall, at its expense, make all modifications and improvements to the Equipment required by law. Lessee may, at its sole cost and expense, make any modifications to the Equipment, provided that such modifications (a) are readily removable without causing damage to the Equipment, (b) do not reduce the value, utility, marketability or remaining useful life of the Equipment, and (c) are of a kind that customarily are made by lessees or purchasers of equipment similar applicable to the Equipment. In addition, if any parts or accessories forming part of the Equipment shall from time to time become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts or accessories, or cause the same to be replaced, by replacement parts or accessories which are free and clear of all liens, encumbrances or rights of others and have a value and utility at least equal to the parts or accessories replaced. All partsequipment, alterationsaccessories, additions, attachments, upgrades, modifications parts and improvements replacements for or which are added to or become attached to the Equipment (which are essential to the operation of the Equipment or any component which cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value and utility which the Equipment would have had without the addition thereof) shall, when installed or made, automatically and shall immediately become the property of Lessor Lessor, and part of shall be deemed incorporated in the Equipment for all purposes; provided, that subject to the terms of this Lease as if originally leased thereunder. Lessee shall not make any modification not required by law shall if requested by Lessor be removed by Lessee and any damage material alterations to the Equipment resulting from such removal and without the cost thereof shall be borne by the Lessee and repaired prior to the return written consent of Lessor. Lessor may inspect the Equipment to the Lessor. The Equipment shall not be used outside of the United States without Lessor's prior written consentand all related records at any time.

USE AND MAINTENANCE. (THIS PROVISION SHALL NOT APPLY TO SOFTWARE MAINTENANCE WHICH SHALL BE ADDRESSED SEPARATELY IN A LICENSE AGREEMENT). Lessee is solely responsible for the selection, installation, operation and maintenance of the Equipment and all costs related thereto, including shipping, if applicable. Lessee will use not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Master Lease Agreement. Lessee shall at all times operate and maintain the Equipment in good working order, repair and condition and appearance, and in accordance with due care the manufacturer’s specifications and only recommendations. On reasonable prior notice to Lessee, Lessor and Lessor’s agents or technical staff shall have the approval and access, during Lessee’s normal working hours, to enter the premises where the Equipment is located for the purpose for which it is intended. Lessee will, by qualified personnel, use, maintain, repair, modify (to the extent permitted or required herein) in accordance with prudent practices (but in no event less than the same extent to which Lessee maintains other similar equipment owned or leased by it) and for the purpose for which such Equipment was designed, in compliance with insurance policies, manufacturer's specified maintenance programs, warranties and applicable laws, and shall keep the Equipment in as good repair, condition, appearance and good operating order as when originally received by Lessee, ordinary wear and tear excepted, and will furnish all required labor, repairs, replacements and parts of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or unfit for use, all at its sole expense. Lessee shall enter into and maintain in force, for the term of each Lease (after the expiration of any applicable manufacturer’s warranty), a maintenance contract with the manufacturer of the Equipment or with a service organization satisfactory to Lessor and provide Lessor with a copy of such contract and all supplements thereto upon Lessor’s request. Lessee shall take all actions necessary to cause the Equipment to remain eligible for any maintenance program of the manufacturer, including the purchase of all replacements, upgrades and enhancements relating to inspecting the Equipment and observing its use. If Lessor shall have provided to Lessee any ownership or identifying tags or labels, Lessee shall, at its expense, affix and maintain tags or labels in a prominent position on each item of Equipment. Such tags or labels to NASPO ValuePoint PARTICIPATING ADDENDUM MAILING EQUIPMENT, SUPPLIES AND MAINTENANCE Led by the software used on, embedded in or with State of Arizona indicate Lessor’s ownership of the Equipment, that are required by the manufacturer for such eligibility. Lessee shall, at its expense, make enter into and maintain and enforce at all modifications times during the Term of each Lease a maintenance agreement to service and improvements maintain the related Equipment, upon terms and with a provider approved by Lessor. The cost of the maintenance agreement is the sole responsibility of the Lessee. In the event the equipment is not maintainable, unrepairable or faulty and must be replaced, the Lessor shall arrange with the Lessee to de-install, disassemble, pack, crate, insure and pick up the equipment from the Lessee. Any expenses and/or risk associated with returning the equipment back to the Equipment required by law. Lessee may, at its sole cost and expense, make any modifications to the Equipment, provided that such modifications (a) are readily removable without causing damage to the Equipment, (b) do not reduce the value, utility, marketability or remaining useful life of the Equipment, and (c) are of a kind that customarily are made by lessees or purchasers of equipment similar to the Equipment. All parts, alterations, additions, attachments, upgrades, modifications and improvements to the Equipment (or any component thereof) shall, when installed or made, automatically and immediately become the property of Lessor and part of the Equipment for all purposes; provided, that any modification not required by law shall if requested by Lessor be removed by Lessee and any damage to the Equipment resulting from such removal and the cost thereof shall be borne solely by the Lessee and repaired prior to the return of the Equipment to the Lessor. The Equipment shall not be used outside of the United States without Lessor's prior written consentXxxxxx.

USE AND MAINTENANCE. Lessee shall use the System solely in the conduct of its business and in a careful and proper manner consistent with the requirements of all applicable insurance policies and shall only permit qualified personnel to operate the System. Lessee will use not modify the System in any way without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Lessee shall not attach or incorporate the Equipment with due care to or in any other item of equipment or software in such a manner that the Equipment becomes or may be deemed to have become an accession to or a part of such other item of equipment or software. At its own expense, Lessee will cause the System to be kept, used and maintained as recommended by the Manufacturer and Manufacturer's maintenance manuals and plans by competent and duly qualified personnel only for approved by the purpose for which it is intended. Lessee willManufacturer, by qualified personnel, use, maintain, repair, modify (to the extent permitted or required herein) in accordance with prudent practices (but in no event less than the same extent to which Lessee maintains other similar equipment owned or leased by it) applicable governmental regulations, if any, and for the purpose for which such Equipment was designed, in compliance with insurance policies, manufacturer's specified maintenance programs, warranties business purposes only and applicable laws, and shall keep the Equipment in as good repair, condition, appearance and good operating order condition as when originally received by Lesseedelivered to Lessee hereunder, ordinary wear and tear resulting from proper use alone excepted, and will furnish provide all required labor, repairs, maintenance and service and make all repairs or replacements reasonably necessary for such purpose. Lessee shall record in a log book all maintenance and parts of repair performed on the Equipment as may System and deliver the same to Lessor from time to time as requested by Lessor and upon termination of the Lease. If any parts or accessories forming part of the System become worn out, lost, stolendestroyed, destroyed damaged beyond repair or damaged or otherwise permanently rendered unfit for use, all at its sole expense. Lessee shall enter into and maintain in force, for the term of each Lease (after the expiration of any applicable manufacturer’s warranty), a maintenance contract with the manufacturer of the Equipment or with a service organization satisfactory to Lessor and provide Lessor with a copy of such contract and all supplements thereto upon Lessor’s request. Lessee shall take all actions necessary to cause the Equipment to remain eligible for any maintenance program of the manufacturer, including the purchase of all replacements, upgrades and enhancements relating to the Equipment and the software used on, embedded in or with the Equipment, that are required by the manufacturer for such eligibility. Lessee shallLessee, at its own expense, make shall within a reasonable time cause such parts or accessories to be replaced by replacement parts or accessories which are free and clear of all modifications liens, encumbrances or rights of others and improvements have a utility at least equal to the Equipment required by law. Lessee may, at its sole cost and expense, make any modifications to the Equipment, provided that such modifications (a) are readily removable without causing damage to the Equipment, (b) do not reduce the value, utility, marketability parts or remaining useful life of the Equipment, and (c) are of a kind that customarily are made by lessees or purchasers of equipment similar to the Equipmentaccessories replaced. All partsequipment, alterations, additions, attachmentssoftware accessories, upgrades, modifications parts and improvements replacements for or which are added to or become attached to the Equipment (System, which are essential to the operation of the System or any component which cannot be detached from the System without materially interfering with the operation of the System or adversely affecting the value and utility which the System would have had without the addition thereof) shall, when installed or made, automatically and shall immediately become the property of Lessor Lessor, and part of shall be deemed incorporated in the Equipment for all purposes; provided, that any modification not required by law shall if requested by Lessor be removed by Lessee System and any damage subject to the Equipment resulting from such removal terms of this Agreement and the cost thereof related Lease as if originally leased hereunder. Lessee shall be borne by the Lessee and repaired prior not make any material alterations to the return System without the prior written consent of the Equipment to the Lessor. The Equipment , which consent shall not be used outside unreasonably withheld. Upon reasonable advance notice, Lessor shall have the right to inspect the System, log book and all other maintenance records with respect thereto, if any, at any reasonable time during normal business hours. In the event the Lease Payments include the cost of maintenance and/or service being provided by Vendor and/or Manufacturer, Lessee acknowledges that Lessor is not responsible for providing any required maintenance and/or service for the United States without LessorSystem. Lessee shall make all claims for service and/or maintenance solely to the Vendor and/or Manufacturer and Lessee's prior written consentobligation to make all required Lease Payments shall remain unconditional.

USE AND MAINTENANCE. Lessee will shall use the Equipment solely in the conduct of its business and in a careful and proper manner consistent with due care the requirements of all applicable insurance policies shall only permit qualified personnel to operate the Equipment and only for shall not discontinue the purpose for which it is intendeduse of the Equipment during the Lease Term. Lessee willwill not modify the Equipment in any way without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or software in such a manner that the Equipment becomes or may be deemed to have become an accession to or a part of such other item of equipment or software. At its own expense, Lessee will cause the Equipment to be kept, used and maintained as recommended by Manufacturer and Manufacturer's maintenance manuals and plans by competent and duly qualified personnel, use, maintain, repair, modify (to the extent permitted or required herein) personnel only approved by Manufacturer in accordance with prudent practices (but in no event less than the same extent to which Lessee maintains other similar equipment owned or leased by it) applicable governmental regulations, if any, and for the purpose for which such Equipment was designed, in compliance with insurance policies, manufacturer's specified maintenance programs, warranties business purposes only and applicable laws, and shall keep the Equipment in as good repair, condition, appearance and good operating order condition as when originally received by Lesseedelivered to Lessee hereunder, ordinary wear and tear excepted, resulting from proper use alone excepted and will furnish provide all required labor, repairs, maintenance and service and make all repairs or replacements reasonably necessary for such purpose. Lessee shall record in a log book all maintenance and parts of repair performed on the Equipment as may and deliver the same to Lessor from time to time as requested by Lessor and upon termination of the Lease. If any parts or accessories forming part of the Equipment become worn out, lost, stolendestroyed, destroyed damaged beyond repair or damaged or otherwise permanently rendered unfit for use, all Lessee, at its sole own expense, shall within a reasonable time cause such parts or accessories to be replaced by replacement parts or accessories which are free and clear of all liens, encumbrances or rights of others and have a utility at least equal to the parts or accessories replaced. Lessee shall enter into All equipment, software accessories, upgrades, parts and maintain in forcereplacements for or which are added to or become attached to the Equipment, for which are essential to the term of each Lease (after the expiration of any applicable manufacturer’s warranty), a maintenance contract with the manufacturer operation of the Equipment or with a service organization satisfactory to Lessor and provide Lessor with a copy of such contract and all supplements thereto upon Lessor’s request. Lessee shall take all actions necessary to cause which cannot be detached from the Equipment to remain eligible for any maintenance program without materially interfering with the operation of the manufacturer, including Equipment or adversely affecting the purchase of all replacements, upgrades value and enhancements relating to utility which the Equipment and would have had without the software used onaddition thereof, embedded in or with the Equipment, that are required by the manufacturer for such eligibility. Lessee shall, at its expense, make all modifications and improvements to the Equipment required by law. Lessee may, at its sole cost and expense, make any modifications to the Equipment, provided that such modifications (a) are readily removable without causing damage to the Equipment, (b) do not reduce the value, utility, marketability or remaining useful life of the Equipment, and (c) are of a kind that customarily are made by lessees or purchasers of equipment similar to the Equipment. All parts, alterations, additions, attachments, upgrades, modifications and improvements to the Equipment (or any component thereof) shall, when installed or made, automatically and shall immediately become the property of Lessor Lessor, and part of shall be deemed incorporated in the Equipment for all purposes; provided, that and subject to the items of this Agreement and the related Lease as if originally leased hereunder. Lessee shall not make any modification not required by law shall if requested by Lessor be removed by Lessee and any damage material alterations to the Equipment resulting from such removal and without the cost thereof shall be borne by the Lessee and repaired prior to the return written consent of the Equipment to the Lessor. The Equipment , which consent shall not be used outside unreasonably withheld. Upon reasonable advance notice, Lessor shall have the right to inspect the Equipment, log book and all other maintenance records with respect thereto, if any, at any reasonable time during normal business hours. In the event the Lease Payments include the cost of maintenance and/or service being provided by Vendor and/or Manufacturer, Lessee acknowledges that Lessor is not responsible for providing any required maintenance and/or service for the United States without LessorEquipment. Lessee shall make all claims for service and/or maintenance solely to Vendor and/or Manufacturer and Lessee's prior written consentobligation to make all required Lease Payments shall remain unconditional.