Common use of Lease of Equipment Clause in Contracts

Lease of Equipment. Subject to the terms and conditions of this Master Agreement, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the items of personal property (collectively the "Equipment" or individually an "item of Equipment") described in Equipment Schedules executed by Lessor and Lessee from time to time pursuant to this Master Agreement. Each Equipment Schedule shall be considered a separate lease incorporating the terms and conditions of this Master Agreement and shall be referred to herein as the "Lease" with respect to the Equipment described on such Equipment Schedule. Notwithstanding Lessee's possession and use of the Equipment, Lessor shall retain the full legal title to the Equipment, it being expressly understood that the Lease is a true lease of Equipment owned by Lessor and not a security instrument. LESSEE ACKNOWLEDGES AND AGREES THAT (i) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND ITS SUPPLIER; (ii) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONS); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On the Installation Date of each item of Equipment, such item of Equipment shall be deemed delivered, accepted by Lessee and subject to the terms and conditions of the Lease. Upon Lessor's request, Lessee will promptly execute and deliver an Acceptance Certificate (prepared by Lessor), confirming such Installation Date. Lessor may complete information, on Lessee's behalf, on the Acceptance Certificate if it is returned incomplete by Lessee.

Lease of Equipment. Subject By this Master Equipment Lease Agreement (which, together with all Lease Schedules, Acceptance Certificates, riders, exhibits, amendments and other documents now or hereafter attached hereto and made a part hereof, is hereinafter referred to as the "Lease"), BankVest Capital Corp. or LeaseVest Capital Corp. (as indicated on each Lease Schedule now or hereafter entered into pursuant to this Lease, the "Lessor") leases to Lessee and Lessee leases from Lessor, subject to terms and conditions contained in this Lease, the personal property, together with all replacements parts, repairs, additions and accessories (collectively, the "Equipment") described in any Lease Schedule which shall become a part hereof. Notwithstanding anything to the contrary expressed or implied in this Lease, the terms and conditions of this Master Agreement, Lessor hereby leases Lease shall be construed and interpreted as to Lessee, each Lease Schedule as if a separate but identical lease shall have been executed between the parties with regard to the Equipment on such Lease Schedule and Lessee hereby leases from Lessor, the items original executed counterpart of personal property (collectively the "Equipment" or individually an "item of Equipment") described in Equipment Schedules executed by Lessor and Lessee from time to time pursuant to this Master Agreement. Each Equipment such Lease Schedule shall be considered a separate lease incorporating the terms and conditions of this Master Agreement and shall be referred to herein as the "Leasechattel paper" with respect to the Equipment described on such Equipment Schedule. Notwithstanding Lessee's possession and use for purposes of the Equipment, Lessor shall retain the full legal title to the Equipment, it being expressly understood that the Lease is a true lease of Equipment owned by Lessor and not a security instrumentUniform Commercial Code. LESSEE ACKNOWLEDGES AND AGREES THAT (i) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND ITS SUPPLIER; (ii) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONS); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On the Installation Date of each item of Equipment, such Each item of Equipment shall be delivered and installed at Lessee's expense at the location specified on the applicable Lease Schedule and shall be deemed delivered, accepted by Lessee and subject to the terms and conditions of the Lease. Upon for all purposes under this Lease upon Lessor's request, Lessee will promptly execute and deliver receipt of an Acceptance Certificate (prepared with respect to such Equipment, executed by Lessor), confirming Lessee after receipt of all other documentation required by Lessor with respect to such Installation DateEquipment. Lessor may complete information, on Lessee's behalf, on shall not be liable or responsible for any failure or delay in the Acceptance Certificate if it is returned incomplete by Lesseedelivery of the Equipment to Lessee for whatever reason.

Lease of Equipment. (a) Subject to and upon the terms herein set forth, Landlord hereby agrees on each date that any Leased Equipment is delivered to Landlord, simultaneously with the delivery of such Leased Equipment, to lease to Tenant such delivered Leased Equipment, and conditions Tenant hereby agrees to accept and lease from Landlord hereunder such Leased Equipment; provided, Landlord and Tenant hereby acknowledge that all Equipment conveyed to Landlord pursuant to the Initial Bill of Sale shall be deemed delivered to Landlord, and leased to Tenant hereunder, as of the Document Closing Date. Landlord hereby authorizes one or more employees or agents of Tenant, designated by Tenant, to act on behalf of Landlord as its authorized representative or representatives to accept delivery of the such Leased Equipment. Tenant hereby agrees to accept such Leased Equipment upon delivery (and such acceptance shall not be conditioned upon the successful integration of such Leased Equipment pursuant to the Project Integration Contract) and that such acceptance of delivery by such authorized representative or representatives on behalf of Landlord shall, without further act, irrevocably constitute acceptance by Tenant of such Leased Equipment for all purposes of this Master Agreement, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the items of personal property (collectively the "Equipment" or individually an "item of Equipment") described in Lease. Tenant shall diligently inspect all Leased Equipment Schedules executed by Lessor and Lessee from time to time pursuant to this Master Agreement. Each Equipment Schedule shall be considered a separate lease incorporating the terms and conditions of this Master Agreement and shall be referred to herein as the "Lease" with respect to the Equipment described on such Equipment Schedule. Notwithstanding Lessee's possession upon delivery thereof and use of commercially reasonable efforts to seek redress or compensation from the Equipment, Lessor vendor thereof if any Leased Equipment is not compliant with the purchase orders therefor and in condition satisfactory to Tenant in its good faith reasonable business judgment. (b) Landlord shall and hereby does retain the full legal title to the EquipmentLeased Equipment notwithstanding the delivery to and possession and use of such Equipment by Tenant hereunder or Sublessee or any other Person. Tenant will not allow the name of any Person to be placed on any Leased Equipment as a designation that might reasonably be interpreted as a claim of ownership. (c) Until the Discharge of Participation Obligations, it being expressly understood that at such time as any of the Lease information on Attachment G or Schedules 3 and 4 of this Sublease becomes inaccurate, promptly (and, in any event, not later than the date by which the Lessee is a true lease of Equipment owned required to deliver financial statements to the Administrative Agent pursuant to Section 8.1(a)), or as may otherwise be reasonably requested by Lessor and not a security instrument. LESSEE ACKNOWLEDGES AND AGREES THAT the Administrative Agent from time to time, Tenant shall deliver to the Administrative Agent (i) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND ITS SUPPLIER; an updated copy of Attachment G hereto indicating which Equipment thereon has or has not been delivered to Landlord, (ii) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; a updated copies of Schedules 3 and 4 to this Sublease (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONSas applicable); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On provided, however, that any such update shall not have the Installation Date effect of each item of Equipment, such item of converting any Leased Property to Tenant-Owned Property and Equipment shall be deemed delivered, accepted by Lessee and subject to the terms and conditions of the Lease. Upon Lessor's request, Lessee will promptly execute and deliver an Acceptance Certificate (prepared by Lessor), confirming such Installation Date. Lessor may complete information, on Lessee's behalf, on the Acceptance Certificate if it is returned incomplete by Lessee.or Third-

Lease of Equipment. Subject to In accordance with the terms and conditions of this Master Agreement, Lessor hereby leases shall lease to Lessee, and Lessee hereby leases shall lease from Lessor, the items of personal property (collectively described in the lease schedule(s)(each, a "Equipment" or individually an "item of EquipmentSchedule") described in Equipment Schedules executed by Lessor and Lessee to be entered into from time to time into which this Agreement is incorporated (each Schedule, together with this Agreement and the Appendix, as defined below, and any other appendix entered into from time to time, a "Lease"), together with all substitutions, replacements, repairs, parts and attachments, improvements and accessions thereto (the "Equipment"). Each "Schedule" as defined in the Existing Master Lease, that was executed in connection with the Existing Master Lease, shall constitute a Schedule under this Agreement. The cost of the Equipment that shall be leased to Lessee pursuant to this Agreement from and after February 1, 2002, and all Schedules entered into pursuant to this Agreement on and after February 1, 2002, shall not exceed the maximum amount set forth in that certain Appendix to Amended and Restated Master Agreement. Each Agreement to Lease Equipment Schedule dated concurrently herewith and incorporated herein (the "Appendix"), which shall be considered a separate lease incorporating further describe the terms and conditions of this Master Agreement the Lease, the Lease utilization period and the type of Equipment that shall be referred leased to herein Lessee after February 1, 2002. Capitalized terms not otherwise defined in this Agreement have the meanings specified in the applicable Schedule or the Appendix, as the "Lease" with respect case may be. The obligations of Lessee to the Equipment described on such Equipment Schedule. Notwithstanding Lessee's possession and use Lessor under each of the EquipmentSchedules dated prior to February 1, 2002 that were executed in connection with the Existing Master Lease, shall be restructured as set forth in the Appendix. Each Lease shall constitute a separate, distinct, and independent lease and contractual obligation of Lessee. Except as expressly set forth in any Lease, Lessor shall at all times retain the full legal title to the Equipment, it being expressly understood agreed by both parties that the each Lease is a true an agreement of lease of Equipment owned by Lessor and not a security instrument. LESSEE ACKNOWLEDGES AND AGREES THAT (i) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND ITS SUPPLIER; (ii) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONS); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On the Installation Date of each item of Equipment, such item of Equipment shall be deemed delivered, accepted by Lessee and subject to the terms and conditions of the Lease. Upon Lessor's request, Lessee will promptly execute and deliver an Acceptance Certificate (prepared by Lessor), confirming such Installation Date. Lessor may complete information, on Lessee's behalf, on the Acceptance Certificate if it is returned incomplete by Lesseeonly.

Lease of Equipment. Subject to the terms and conditions of this Master Agreement, A. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the items of personal property equipment described in one or more equipment schedules (collectively the "Equipment" or individually an Schedule"item of Equipment") described in Equipment Schedules ), that may hereafter be executed by Lessor and Lessee from time to time pursuant to this Master Agreement. Each Equipment Schedule (the equipment, together with all replacement parts, repairs, additions, substitutions and accessories shall be considered a separate lease incorporating referred to as the "Equipment") on the terms and conditions contained in this Lease ("Lease") and in any Schedule. This Lease and each of the terms and conditions herein contained will be incorporated into each Schedule in full to the same extent as if each of the terms and conditions had been repeated and set forth in full therein, and this Master Lease Agreement shall control and be effective as to all such Schedules except to the extent that the Master Lease Agreement shall control and be effective as to all such Schedules except to the extent that the Master Lease Agreement may be inconsistent with the terms and provisions of such Schedule, in which event the terms and provisions of such Schedule shall prevail. Each Schedule shall constitute a separate lease and a distinct and independent obligation of the Lessee. The parties intend this Lease to be a "Finance Lease" under Article 2A of the Uniform Commercial Code. B. Acceptance by Lessor shall occur only as set forth in this Section 1 and shall be referred to herein as the "Lease" continue in force with respect to all items of Equipment for the Equipment described on such Equipment Initial Term specified in each Schedule. Notwithstanding Lessee's possession Lessee agrees promptly to date, execute and use deliver to Lessor, upon delivery to Lessee of the Equipment, Lessor shall retain the full legal title to the Equipment, it being expressly understood that the Lease is a true lease first item of Equipment owned by listed on a Schedule, a confirmation of delivery on Lessor's Equipment Acceptance Certificate ("Receipt") substantially in the form of Exhibit A attached hereto. If Lessee does not, for any reason, date, execute and deliver to Lessor and not a security instrument. LESSEE ACKNOWLEDGES AND AGREES THAT (i) LESSEE HAS SELECTED BOTH THE EQUIPMENT AND ITS SUPPLIER; (ii) LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONS); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On the Installation Date Receipt, within ten days after delivery of each such item of Equipment, such item of Equipment shall be deemed delivered, accepted by Lessee and subject hereby irrevocably authorizes the Lessor as its attorney-in-fact to execute the terms and conditions of the Lease. Upon Lessor's request, Lessee will promptly execute and deliver an Acceptance Certificate (prepared by Lessor), confirming such Installation Date. Lessor may complete information, Receipt on Lessee's behalf, on behalf and to insert the Acceptance Certificate if it is returned incomplete by date that the Equipment was delivered to Lessee.

Lease of Equipment. Subject to (a) During the terms and conditions Term of this Master Agreement, Lessor Supplier hereby leases to LesseePurchaser, and Lessee hereby leases from Lessorwithout cost, the items equipment owned by Supplier listed on Schedule 2 attached hereto (the “Equipment”). (b) Supplier shall retain ownership of personal property (collectively the "Equipment" . Purchaser shall not remove the Equipment from Purchaser’s facilities located at 00000 Xxxxx Xx Xxxxx Xxxxx, Xxxxxx, Xxxxxx without Supplier’s prior written consent. Purchaser shall plainly and conspicuously xxxx or individually an "item otherwise adequately identify the Equipment as “Property of Equipment") described Chemdex, Inc.” and, if requested by Supplier, execute all documents necessary to effectively protect Supplier’s ownership interest in the Equipment Schedules executed by Lessor and Lessee from time to time pursuant to this Master Agreementagainst creditors of Purchaser or other third parties. Each Equipment Schedule shall be considered a separate lease incorporating Purchaser hereby irrevocably waives the terms and conditions right of this Master Agreement and shall be referred to herein as the "Lease" set off with respect to the Equipment. (c) The Equipment, while in the custody or control of Purchaser, shall be held at Purchaser’s risk and shall be insured by Purchaser against loss, theft, fire or other casualty in an amount equal to the current market value therefore. During the Term hereof, Purchaser shall pay all personal property taxes due with respect to the Equipment. Purchaser shall reasonably maintain the Equipment described on such at its own expense. No material modification to the Equipment Schedule. Notwithstanding Lessee's possession and use shall be made without the prior written consent of Supplier. (d) Upon termination of this Agreement for any reason, Purchaser agrees to, at the election of Supplier, remove the Equipment, Lessor shall retain prepare for shipment and deliver same in good condition, reasonable wear and tear excepted, to or at the full legal title direction of Supplier pursuant to written instructions, or provide Supplier reasonable access in order for Suppler to conduct such removal. In the Equipmentevent that Supplier elects to have Purchaser conduct such removal, it being expressly understood that Supplier agrees to pay all costs associated with the Lease is a true lease preparation and removal of Equipment owned by Lessor and the equipment, including, but not a security instrument. LESSEE ACKNOWLEDGES AND AGREES THAT limited to shipping costs. (ie) LESSEE HAS SELECTED BOTH THE EQUIPMENT IS PROVIDED TO PURCHASER “AS IS” AND ITS SUPPLIER; (ii) LESSOR IS NOT THE MANUFACTURER SUPPLIER MAKES NO WARRANTY, EXPRESS, IMPLIED OR SUPPLIER OTHERWISE, OF OR WITH RESPECT TO THE EQUIPMENT OR THE DESIGN, CONSTRUCTION OR PERFORMANCE THEREOF, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND HAS ACQUIRED THE EQUIPMENT IN CONNECTION WITH THE LEASE; (iii) LESSEE HAS BEEN PROVIDED WITH A COPY OF THE PURCHASE CONTRACT FOR THE EQUIPMENT; (iv) LESSEE IS ENTITLED TO THE BENEFIT OF ANY PROMISES OR ALL SUCH WARRANTIES PROVIDED TO LESSOR IN CONNECTION WITH THE EQUIPMENT BY THE MANUFACTURER/SUPPLIER OF THE EQUIPMENT ARE HEREBY EXPRESSLY DISCLAIMED AND MAY CONTACT THE MANUFACTURER/SUPPLIER TO RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF THOSE PROMISES AND WARRANTIES (INCLUDING ANY DISCLAIMERS AND LIMITATIONS); AND (v) THE LEASE QUALIFIES AS A "FINANCE LEASE" PURSUANT TO ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. On the Installation Date of each item of Equipment, such item of Equipment shall be deemed delivered, accepted by Lessee and subject to the terms and conditions of the Lease. Upon Lessor's request, Lessee will promptly execute and deliver an Acceptance Certificate (prepared by Lessor), confirming such Installation Date. Lessor may complete information, on Lessee's behalf, on the Acceptance Certificate if it is returned incomplete by LesseeEXCLUDED.