THE EXPIRATION OR OTHER
EARLY TERMINATION OF THE TERM OF THIS LEASE AGREEMENT, PROVIDE A CERTIFICATION
OF THE SUPPLIER OR A MAINTENANCE PROVIDER ACCEPTABLE TO LESSOR THAT THE
EQUIPMENT HAS BEEN TESTED AND IS OPERATING IN ACCORDANCE WITH THE SUPPLIER'S
SPECIFICATIONS (TOGETHER WITH A REPORT DETAILING THE CONDITION OF THE
EQUIPMENT), TOGETHER WITH THE RESULTS OF SUCH TEST(S) AND INSPECTIONS(S), AND
ALL REPAIRS THAT WERE PERFORMED AS A RESULT OF SUCH TEST(S) AND INSPECTIONS(S),
AND THAT THE EQUIPMENT QUALIFIES FOR THE SUPPLIER'S EQUIPMENT MAINTENANCE
PROGRAM, IF SUCH PROGRAM EXISTS, AND UPON THE REQUEST OF LESSOR, LESSEE SHALL,
NO LATER THAN ONE HUNDRED TWENTY (120) DAYS PRIOR TO THE EXPIRATION OR OTHER
EARLY TERMINATION OF THE TERM OF THIS LEASE AGREEMENT, MAKE THE EQUIPMENT
AVAILABLE FOR ON-SITE OPERATIONAL INSPECTION BY PERSONS DESIGNATED BY LESSOR WHO
SHALL BE DULY QUALIFIED TO INSPECT THE EQUIPMENT IN ITS OPERATIONAL ENVIRONMENT,
AT A MUTUALLY CONVENIENT TIME.
LESSEE SHALL BEAR ALL RISK OF OPERATION,
TRANSPORT, DISPOSAL OR LOSS UNTIL THE EQUIPMENT IS DELIVERED TO LESSOR OR ITS
DESIGNEE.
(C)
IN THE EVENT THAT LESSEE FAILS TO DELIVER
TO LESSOR THE RETURN NOTICE AS SET FORTH ABOVE OR THE LESSEE FAILS TO RETURN THE
EQUIPMENT IN FULL COMPLIANCE WITH THE TERMS HEREOF ON THE APPLICABLE DATE,
LESSEE AND LESSOR AGREE THAT THIS LEASE AGREEMENT SHALL BE AUTOMATICALLY
EXTENDED FOR A PERIOD OF THREE (3) MONTHS ON ALL OF THE TERMS AND CONDITIONS SET
FORTH HEREIN, EXCEPT THAT THE BASE RENT IN SHALL BE AN AMOUNT EQUAL TO ONE
HUNDRED PERCENT (100%) OF THE BASE
20
RENT DURING THE TERM.
ADDITIONAL FAILURES AS AFORESAID SHALL RESULT IN
SUCCESSIVE AUTOMATIC EXTENSIONS OF THIS LEASE AGREEMENT AS AFORESAID.
(D)
ALL COSTS INCURRED IN CONNECTION WITH ANY OF
THE FOREGOING SHALL BE THE SOLE RESPONSIBILITY OF LESSEE.
IN ADDITION, LESSEE
SHALL PAY OR REIMBURSE LESSOR AND ANY TRANSFEREE OF ITS RIGHTS IN THE EQUIPMENT,
INCLUDING ANY LESSEE THEREOF, FOR ANY LICENSE OR TRANSFER FEES AND ANY
CERTIFICATION OR SIMILAR FEES OR CHARGES IMPOSED BY THE SUPPLIER OR ANY OWNER OR
MANUFACTURER OF THE SOFTWARE IN CONNECTION WITH THE USE OF THE EQUIPMENT AND
SOFTWARE AFTER RETURN THEREOF.
NOTWITHSTANDING SUBSECTION (C) HEREOF, IF LESSOR
SHALL BE UNABLE TO ACQUIRE BY LICENSE OR OTHERWISE ALL SOFTWARE NECESSARY FOR
THE OPERATION OF THE EQUIPMENT IN THE MANNER DESCRIBED IN SUBSECTION (D) HEREOF,
THEN SUCH FAILURE SHALL BE DEEMED TO BE AN EVENT OF DEFAULT HEREUNDER AND LESSOR
SHALL HAVE ALL OF THE RIGHTS AND REMEDIES AS SET FORTH IN SECTION 16 HEREOF.
(E)
IN THE EVENT ANY OF THE EQUIPMENT HAS
BECOME SUBJECT TO A TOTAL LOSS, AND/OR IS FOR ANY OTHER REASON NOT RETURNED TO
LESSOR AT THE EXPIRATION OF THE TERM HEREOF, LESSEE SHALL PAY TO LESSOR AN
AMOUNT EQUAL TO THE STIPULATED LOSS VALUE OF SUCH EQUIPMENT; PROVIDED, HOWEVER,
THAT LESSEE SHALL NOT BE OBLIGATED TO MAKE SUCH PAYMENT, TO THE EXTENT THAT
LESSOR HAS PREVIOUSLY RECEIVED ALL OR PART OF THE STIPULATED LOSS VALUE PURSUANT
TO SECTION 13 ABOVE.