{"id":42911,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/term-lease-master-agreement-edison-schools-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"term-lease-master-agreement-edison-schools-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/term-lease-master-agreement-edison-schools-inc-and.html","title":{"rendered":"Term Lease Master Agreement – Edison Schools Inc. and International Business Machines Corp."},"content":{"rendered":"IBM CREDIT CORPORATION\n\n TERM LEASE MASTER AGREEMENT\n\nName and Address of Lessee: Agreement No.: 2706097\nEDISON SCHOOLS\n521 FIFTH AVE\n15TH FLOOR Branch Office No.: EOU\nNEW YORK, NY 10001-0000\n\nBranch Office Address: Customer No.: 2706097\n27 COMMERCE DRIVE\nCRANFORD, NJ 07016\n\n\nThe Lessor under this Term Lease Master Agreement (\"Agreement\") is a) IBM \nCredit Corporation, a subsidiary of International Business Machines Corporation \n(\"IBM\"); b) a partnership in which IBM Credit Corporation is a partner; or c) a \nbusiness enterprise for which IBM Credit Corporation is acting as agent \n(\"Lessor\"). The \"Lessee\" is the business entity indicated on the signature \nline below. Any Parent, Subsidiary or Affiliate of Lessee may enter into a \nLease and\/or Financing Transaction (each as defined below) under this Agreement \nby signing a Term Lease Supplement (\"Supplement\") referencing this Agreement \nand so will be bound to the terms and conditions of this Agreement as Lessee. \nFor the purposes of this Agreement, \"Parent\" shall mean a business entity that \nowns or controls a majority interest of Lessee: \"Subsidiary\" shall mean a \nbusiness entity a majority interest of which is owned or controlled by Lessee: \nand \"Affiliate\" shall mean a business entity under common majority control with \nLessee. A Lease or Financing Transaction under this Agreement shall be \neffective when a Supplement listing equipment to be leased (\"Equipment\") and \nsoftware program licenses, maintenance, services, and other one-time charges to \nbe financed (\"Financed Items\") is signed by both parties. Equipment includes \nany internal programming that is integral to the Equipment's functioning \n(\"Licensed Internal Code\"). Lessee may acquire Equipment and Financed items \nfrom IBM, Lessor, or any other manufacturer, vendor or provider (\"Lessee's \nSupplier\"). The terms of (a) the Supplement; (b) any applicable attachments: \nand (c) this Agreement: each as may be amended by addenda, shall constitute the \nlease for the Equipment (\"Lease\") and Financing Transaction for the Financed \nItems (\"Financing Transaction\") listed in the applicable Supplement. Some \nLeases or Financing Transactions may have additional terms that will be \nspecified in attachments or addenda. Terms in a Supplement and related \nattachments or addenda will apply only to the Lease and\/or Financing \nTransaction represented by that Supplement. The headings of the Paragraphs are \ninserted for convenience only.\n\n1. OPTIONS. Each Supplement shall constitute a single Lease and\/or Financing \nTransaction but for each line item listed there will be a Lease or Financing \nTransaction option indicated. The various options are described in the \"Option \nCodes\" table on the Supplement.\n\n2. CREDIT REVIEW. For each Lease or Financing Transaction, Lessee consents to \na reasonable credit review by Lessor.\n\n3. AGREEMENT TERM. This Agreement shall be effective when signed by both \nparties and may be terminated by either party upon one (1) month prior written \nnotice. Each Lease or Financing Transaction then in effect, however, shall \nremain subject to the terms and conditions of this Agreement until its \nexpiration or termination.\n\n4. LESSOR CHANGES. Lessor may, with at least three (3) months prior written \nnotice to Lessee, change the terms of this Agreement. Such changes will apply \nonly to Leases and Financing Transactions that begin after the effective date \nspecified in the notice, and only if Lessee does not notify Lessor that it does \nnot agree to the changes.\n\n5. SURVIVAL OF OBLIGATIONS. Lessor's and Lessee's obligations under this \nAgreement, which by their nature would continue beyond the expiration or \ntermination of a Lease or Financing Transaction, will survive the expiration or \ntermination of a Lease or Financing Transaction.\n\n6. SELECTION AND USE OF EQUIPMENT, PROGRAMMING AND LICENSED PROGRAM MATERIALS. \nLessee agrees that it did not rely on the Lessor, nor is the Lessor \nresponsible, for the selection, use of, and results obtained from the Equipment \nor Financed Items. Nothing in this Agreement is intended to limit any rights \nLessee may have with respect to Lessee's Supplier or the Equipment manufacturer.\n\n7. ASSIGNMENT TO LESSOR. Lessee assigns to Lessor, effective upon Lessor \nsigning the Supplement, its right to purchase from and its obligation to pay \nits Supplier. All other rights and obligations as defined in the agreement \nbetween Lessee and Lessee's Supplier governing the purchase of the Equipment \n(\"Purchase Agreement\") shall remain with Lessee. Lessee represents that it has \nreviewed and approved the Purchase Agreement. Lessor will not modify or rescind \nthe Purchase Agreement.\n\n8. LEASE NOT CANCELLABLE; LESSEE'S OBLIGATIONS ABSOLUTE. Once the Term of any \nLease or Financing Transaction has begun, as described in Paragraphs 13 and 14, \nLessee's commitments hereunder become irrevocable and independent of acceptance \nof the Equipment. Lessee's obligation to pay all Rent and other amounts \nrequired to be paid by Lessee under this Agreement is absolute and \nunconditional and shall not be affected by any right of set-off or defense of \nany kind whatsoever, including any failure of the Equipment or a Financed item \nto perform, or any representations by Lessee's Supplier. Lessee shall make any \nclaim solely against Lessee's Supplier, the Equipment manufacturer or other \nthird party if the Equipment or a Financed Item is unsatisfactory for any \nreason.\n\n9. WARRANTIES. Lessor passes through to Lessee, to the extent permitted, all \napplicable warranties made available by Lessee's Supplier and\/or by the \nEquipment manufacturer in the Purchase Agree-\n\nTHIS AGREEMENT, AND ANY APPLICABLE SUPPLEMENT, ATTACHMENTS OR ADDENDA ARE THE \nCOMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT REGARDING EACH LEASE OR \nFINANCING TRANSACTION. THESE DOCUMENTS SUPERSEDE ANY PRIOR ORAL OR WRITTEN \nCOMMUNICATIONS BETWEEN THE PARTIES. IF THERE IS A CONFLICT OF TERMS AMONG THE \nDOCUMENTS, THE ORDER OF PRECEDENCE WILL BE AS FOLLOWS: (a) ATTACHMENTS OR \nADDENDA TO A SUPPLEMENT, (b) SUPPLEMENT, (c) ATTACHMENTS OR ADDENDA TO THIS \nAGREEMENT, (d) THIS AGREEMENT. DELIVERY OF AN EXECUTED COPY OF ANY OF THESE \nDOCUMENTS BY FACSIMILE OR ANY OTHER RELIABLE MEANS SHALL BE DEEMED TO BE AS \nEFFECTIVE FOR ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. LESSEE \nACKNOWLEDGES THAT LESSOR MAY MAINTAIN A COPY OF THESE DOCUMENTS IN ELECTRONIC \nFORM AND AGREES THAT A COPY REPRODUCED FROM SUCH ELECTRONIC FORM OR ANY OTHER \nRELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL \nRESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL. IF INDICATED HERE, THE \nFOLLOWING ATTACHMENTS SHALL APPLY TO AND BE INCORPORATED BY REFERENCE IN THIS \nAGREEMENT;\n\n\n---------------------------- Lessee may not modify or change the terms of this\n Agreement without the Lessor's prior written \n---------------------------- consent.\n ----------------\n Lessee initial \n\nAccepted by:\nIBM CREDIT CORPORATION Lessee: EDISON SCHOOLS\n\n\nBy By \/s\/ Don Sunderland\n --------------------------- -------------------------------------\n Authorized Signature Authorized Signature\n\n Don Sunderland (CIO) 6\/12\/00\n----------------------------------- -------------------------------------\nName (Type or Print) Date Name (Type or Print) Date \n\n\n\n Page 1 of 4\nZ125-3318-05 (07\/98)\n\n 2\nment. Lessor represents and warrants that neither Lessor, nor anyone acting or\nclaiming through Lessor, by assignment or otherwise, will interfere with\nLessee's quiet enjoyment of the Equipment so long as no event of default by\nLessee or anyone acting or claiming through Lessee shall have occurred and be\ncontinuing. During the Term of the Lease, Lessor assigns to Lessee all the\nrights that Lessor may have to be defended by Lessee's Supplier and\/or by the\nEquipment manufacturer under any patent and copyright provisions in the Purchase\nAgreement. EXCEPT AS EXPRESSLY PROVIDED ABOVE, LESSOR MAKES NO WARRANTY, EXPRESS\nOR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE\nIMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO\nLESSOR, LESSEE LEASES THE EQUIPMENT AND TAKES ANY FINANCED ITEM \"AS IS\". IN NO\nEVENT SHALL LESSOR HAVE ANY LIABILITY FOR, NOR SHALL LESSEE HAVE ANY REMEDY\nAGAINST LESSOR FOR, CONSEQUENTIAL DAMAGES, ANY LOSS OF PROFITS OR SAVINGS, LOSS\nOF USE, OR ANY OTHER COMMERCIAL LOSS. This shall in no way affect Lessee's\nrights and remedies against Lessee's Supplier and\/or the Equipment manufacturer.\n 10. LESSEE AUTHORIZATION. Lessee is authorized to act on Lessor's behalf \nconcerning delivery and installation of the Equipment and any warranty service \nfor the Equipment, including any programming services. Lessor represents and \nwarrants that it has the right to grant the authorization and rights to Lessee \nreferred to in this Paragraph.\n 11. DELIVERY AND INSTALLATION. Lessee is responsible for the delivery, \ninstallation and acceptance of the Equipment and any Financed Item and shall \npay any delivery and installation charges not paid by Lessee's Supplier. Lessor \nshall not be liable for any delay in, or failure of, delivery of the Equipment \nor Financed Items unless provided by Lessor.\n 12. USED EQUIPMENT LEASES. For used Equipment supplied by Lessor, the \nfollowing provisions apply: The Equipment is subject to prior disposition at \nany time prior to Lessor's acceptance of a signed Supplement. The Equipment is \nprovided \"as is\", without any warranty whatsoever by Lessor, in accordance with \nParagraph 9. However, provided that the Equipment is unmodified since the date \nof delivery; has been manufactured and assembled by or for IBM; and has been \ninstalled and maintained by IBM, Lessor guarantees Lessee's satisfaction with \nthe quality of the Equipment for three (3) months following the \"Release Date\" \nindicated on the face of the Supplement. If Lessee is dissatisfied with the \nEquipment for any reason, Lessee may notify Lessor within three (3) months of \nthe Release Date and, at Lessor's option, the Equipment will either be (a) \nreplaced with equivalent Equipment or (b) returned to Lessor and the Lease \nterminated and any Rent payments made to Lessor refunded to Lessee. If Lessee \ncancels its commitment to Lease the Equipment after Lessor signs the applicable \nSupplement but before the Equipment is delivered and accepted by Lessee, then \nLessee shall be liable to Lessor for three (3) months Rent as liquidated \ndamages. Lessor shall bear the risk of loss or damage to the Equipment during \ntransit from the pick-up location to Lessee's location, provided the Equipment \nis transported by a carrier designated by Lessor.\n 13. RENT COMMENCEMENT DATE. Unless otherwise stated on the applicable \nSupplement, the Rent Commencement Date shall be (a) for Equipment supplied by \nIBM, the day following the date of installation of the Equipment as provided \nfor in the Purchase Agreement; (b) for Equipment supplied by Lessor, the \nearlier of the date of installation or fourteen (14) days after the Release \nDate as specified in the Supplement; (c) for Equipment supplied by Lessee's \nSupplier, the date Lessee designates on a certificate of acceptance; or, (d) \nfor Financed Items, the date Lessor makes funds available to Lessee or Lessee's \nSupplier.\n 14. LEASE TERM. The Lease or Financing Transaction shall be effective when \nthe Supplement is signed by both parties. The Initial Term of the Lease or \nFinancing Transaction shall begin on the Rent Commencement Date and shall \nexpire at the end of the number of months specified as \"Term\" in the Supplement.\nExcept for Equipment supplied by Lessor, if Lessee cancels its order with \nLessee's Supplier prior to installation or discontinues any Financed Item prior \nto the date Lessor makes funds available, the Lease or Financing Transaction \nwith respect to that item shall terminate without penalty.\n 15. RATE PROTECTION. The Rates stated on the Supplement are not subject to \nchange provided the Supplement is signed and returned to Lessor by the date \nindicated on the Supplement and the Equipment is installed by the end of the \nmonth of the Estimated Commencement Date stated on the Supplement.\n 16. RENT. During the initial Term, Lessor shall invoice and Lessee shall \npay Rent for each Payment Period as specified in the Supplement. Lessee's \nobligation to pay shall begin on the Rent Commencement Date. When the Rent \nCommencement Date is not on the first day of a calendar month and\/or when the \ninitial Term does not expire on the last day of a calendar month, the \napplicable Rent for the first and last payment will be prorated on the basis \nof 30-day months.\n 17. RENEWAL. Lessee may, upon at least one (1) month prior written notice \nto Lessor, renew the Lease with respect to any line item of Equipment, provided \nLessee is not then in default. Lessor shall offer a renewal Term of one (1) \nyear but may, if requested, offer different renewal Terms. For Equipment line \nitems with a fair market value end-of-Lease renewal option, the renewal Rent \nshall be the projected fair market rental value of the Equipment as of the \ncommencement of such renewal Term. For Equipment line items with a prestated \nend-of-Lease renewal option, the renewal Rent shall be one-half of the \nprestated Purchase Percent multiplied by the Unit Purchase Price stated in the \nSupplement and such renewal Rent payments will be annual and payable in advance.\n 18. PURCHASE OF EQUIPMENT. Lessee may, upon at least one (1) month prior \nwritten notice to Lessor, purchase any line item of Equipment upon expiration \nof the Lease provided Lessee in not then in default. For Equipment line items \nwith a fair market value end-of-Lease purchase option, the purchase price shall \nbe the projected fair market sales value of the Equipment as of such expiration \ndate. For Equipment line items with a prestated purchase option, the purchase \nprice shall be specified in the Supplement. If the Lessee purchases any \nEquipment, Lessee shall, on or before the date of purchase, pay (a) the \npurchase price, (b) any applicable taxes, (c) all Rent due through the day \npreceding the date of purchase, and (d) any other amounts due under the Lease. \nLessor shall, on the date of purchase, transfer to Lessee by bill of sale \nprovided upon Lessee's request, without recourse or warranty of any kind, \nexpress or implied, all of Lessor's right, title and interest in and to such \nEquipment on an \"AS IS, WHERE IS\" basis, except that Lessor shall warrant title \nfree and clear of all liens and encumbrances created by or through Lessor.\n 19. OPTIONAL EXTENSION. If, at the expiration of the Term, Lessee has not \nelected to renew the Lease, purchase or return the Equipment in accordance with \nParagraph 25, and as long as Lessee is not in default under the Lease, the \nLease will be extended for each unreturned item of Equipment unless (a) Lessee \nnotifies Lessor in writing, not less than one (1) month prior to Lease \nexpiration, that Lessee does not want the extension, or (b) the Equipment is \nreturned to and received by Lessor within fourteen (14) days after the \nexpiration of the Term. The extension will be under the same terms and \nconditions then in effect, including current Rent (but for Equipment line items \nwith a fair market value purchase option, not less than fair market rental \nvalue as determined by Lessor at the expiration of the Term) and will continue \non a day-to-day basis until the earlier of termination by either party upon one \n(1) month prior written notice, or six (6) years after expiration of the \ninitial Term. For purposes of this Paragraph, current Rent shall be calculated \nas the sum of the Lease payments over the initial Term divided by the Initial \nTerm of the Lease.\n 20. INSPECTION; MARKING; FINANCING STATEMENT. Upon reasonable advance \nrequest, Lessee agrees to allow Lessor to inspect the Equipment and its \nmaintenance records during Lessee's normal business hours, subject to Lessee's \nreasonable security procedures, Lessee will affix to the Equipment any \nidentifying labels supplied by Lessor indicating ownership. The filing of any \nUniform Commercial Code financing statements in connection with a Lease or \nFinancing Transaction shall be governed by the terms and conditions of the \napplicable Supplement and any Supplement addendum.\n 21. EQUIPMENT USE. Lessee agrees that Equipment will be used for business\npurposes and not primarily for personal, family or household purposes and that\nit will be used in accordance with applicable laws and regulations.\n 22. MAINTENANCE. Lessee shall, at its expense, on its own or through third \nparties, keep the Equipment in a suitable environment as specified by the \nEquipment manufacturer, and in good condition and working order, ordinary wear \nand tear excepted.\n 23. ALTERATIONS; MODIFICATIONS; PARTS. For the purposes of this Agreement, \na \"Part\" is any component or element of the Equipment; a \"Modification\" is any \nupgrade, feature or other change to the Equipment which is or has been offered \nfor sale by the Equipment manufacturer and which contains no Part which has \nbeen changed or altered since its original manufacture; an \"Alteration\" is any \nchange to the Equipment which is not a Modification. Lessee may modify or alter \nthe Equipment only upon prior written notice to Lessor. Lessee may obtain new \nor used Alterations or Modifications from any supplier and may finance them \nwith sources other than Lessor provided no security interest is created that \nencumbers or conflicts with Lessor's ownership of the Equipment. Any \nLessor-owned Parts that Lessee removes shall remain Lessor's property and \nLessee shall not make such Parts available for sale, transfer, exchange or \nother disposition without Lessor's prior written consent.\n Before returning the Equipment to Lessor, Lessee agrees to remove any \nAlteration and may remove any Modification not owned by Lessor. If removed, \nLessee agrees to, at its expense, restore the Equipment to its original \ncondition using the removed Parts, normal wear and tear excepted. If Lessor had \npreviously consented to the disposition of removed Parts, the restoration must \nbe with Parts Lessor owns or supplies, or those supplied by a source approved \nby Lessor. If not removed, such Modifications shall become the property of \nLessor, without charge, free of any liens or encumbrances.\n\n Page 2 of 4\n 3\n Changes or additions made to items of Equipment in connection with \nMaintenance or warranty services, including engineering changes, utilizing \nmanufacturer's genuine parts, are exempt from the terms of this paragraph, and \nany Parts installed in connection with such services shall become the property \nof Lessor.\n 24. LEASES FOR MODIFICATIONS. At Lessee's request, and subject to\nsatisfactory credit review, Lessor will lease or finance new Modifications, used\nModifications from Lessor's inventory, and Financed items associated with the\nModifications. Leases for Modifications will be at then current terms and\nconditions and must be coterminous with the underlying Equipment Lease.\n 25. RETURN OF EQUIPMENT. Lessee will return the Equipment to Lessor upon\nexpiration or termination of the Lease. Upon return, the equipment must be in\ngood condition and working order, normal wear and tear excepted and qualified \nfor the manufacturer's maintenance service, if available. Lessee will return \nthe Equipment to the nearest IBM Credit consolidation and refurbishment center\nfor that type of equipment located in the contiguous United States. Unless \notherwise agreed, Lessee is responsible for: a) deinstallation, packing and \nreturn of the Equipment and any associated costs; and b) any cost to qualify the\nEquipment for the manufacturer's maintenance service, or, if not available, the \ncost to return the Equipment to good working condition. The return of the \nEquipment shall constitute a full release by Lessee of any leasehold rights or \npossessory interest in the Equipment.\n 26. CASUALTY INSURANCE; LOSS OR DAMAGE. Lessor will maintain, at its own \nexpense, insurance covering loss of or damage to the equipment (excluding any \nModifications or Alterations not subject to a lease under this Agreement) with \na $5,000 deductible per occurrence. If any item of Equipment shall be lost, \nstolen, destroyed or irreparably damaged for any cause whatsoever (\"Casualty \nLoss\") before the Rent Commencement Date, the Lease with respect to that item \nshall terminate. If any item of Equipment suffers Casualty Loss, or shall \nbe otherwise damaged on or after the Rent Commencement Date, Lessee shall \npromptly inform Lessor. To claim a Casualty Loss Lessee must file a police or \nfire department report or other appropriate documentation substantiating the \nCasualty Loss. If Lessor determines that the item can be economically repaired, \nLessee shall place the item in good condition and working order and Lessor will \npromptly reimburse Lessee the reasonable cost of such repair, less the \ndeductible. If not so repairable, Lessee shall pay Lessor the lesser of $5,000 \nor the fair market sales value of the Equipment immediately prior to the \nCasualty Loss. Upon Lessor's receipt of payment the Lease with respect to that \nitem shall terminate and Lessee's obligation to pay Rent for the Equipment will \nbe deemed to have ceased as of the date of the Casualty Loss. For purposes of \nthis Paragraph, Lessor will consider the manufacturer's charge for such repair \nto be the reasonable cost of repair.\n 27. TAXES. Lessee shall promptly reimburse Lessor, as additional Rent, for \nall taxes, charges, and fees levied by any governmental body or agency upon or \nin connection with this Agreement, excluding, however, all taxes on or measured \nby the net income of Lessor.\n 28. LESSOR'S PAYMENT. If Lessee fails to pay taxes as required under this \nAgreement, discharge any liens or encumbrances on the Equipment (other than \nthose created by or through Lessor), or otherwise fails to perform any other \nprovision Lessee is required to perform under this Agreement, Lessor shall have \nthe right to act in Lessee's stead so as to protect Lessor's interests, in \nwhich case, Lessee shall pay Lessor the cost thereof.\n 29. TAX INDEMNIFICATION. Solely for Leases entered into on the basis that \nLessor is the owner of the Equipment for tax purposes, Lessor and Lessee agree \nthat Lessor shall be entitled to certain federal and state tax benefits \navailable to an owner of Equipment, including, under the Internal Revenue Code \nof 1988, as amended (the \"Code\"), the maximum Modified Accelerated Cost \nRecovery System deductions for 5-year property and deductions for interest \nexpense incurred to finance the purchase of the Equipment (\"Tax Benefits\"). \nLessee represents and warrants that (a) at no time will Lessee take or omit to \ntake any action which would result in a loss, reduction, disallowance, recapture\nor other unavailability (\"Loss\") to Lessor (or the consolidated group with \nwhich Lessor files tax returns) of the Tax Benefits, and (b) Lessee will take \nno position inconsistent with the assumption that Lessor is the owner of the \nEquipment for federal income tax purposes. Upon Lessor's written notice to \nLessee that a Loss of Tax Benefits has occurred, Lessee shall reimburse Lessor \nan amount that shall make Lessor's after-tax rate of return and cash flows \n(\"Financial Returns\") over the Term of the Lease equal to the expected \nFinancial Returns that would have been otherwise available. Lessee shall have \nno obligation to reimburse Lessor for a Loss of Tax Benefits resulting from (i) \na determination that a Lease does not constitute a true lease for federal \nincome tax purposes, provided such determination is not the result of an act of \ntax purposes, provided such determination is not the result of an act of \nLessee, or (ii) a change in the tax law after the applicable Rent Commencement \nDate.\n 30. GENERAL INDEMNITY. Each Lease under this Agreement is a net lease. \nLessee indemnifies Lessor against any third party claims whatsoever which arise \nin connection with this Agreement or Lessee's possession and use of the \nEquipment or a Financed Item hereunder including all related reasonable costs \nand expenses, and legal fees incurred by Lessor. Lessee shall not be liable for \nany claim resulting from the sole negligence or willful misconduct of Lessor. \nLessee agrees that upon written notice by Lessor of the assertion of any claim, \nLessee shall assume full responsibility for the defense of such claim. Lessor \nshall cooperate as may be reasonably required in such defense. \n 31. LIABILITY INSURANCE. Lessee shall obtain and maintain commercial \ngeneral liability insurance, in the amount of at least $1,000,000 or more for \neach occurrence, with an Insurer having a \"Best Policyholders\" rating of B+ or \nbetter. The policy shall name Lessor as an additional insured as Lessor's \ninterests may appear and shall contain a clause requiring the insurer to give \nLessor at least one (1) month prior written notice of the cancellation, or any \nmaterial alteration in the terms of the policy. Lessee shall furnish to Lessor, \nupon request, evidence that such insurance coverage is in effect. \n 32. SUBLEASE AND RELOCATION OF EQUIPMENT; ASSIGNMENT BY LESSEE. Upon one\n(1) month prior written notice to Lessor, Lessee may relocate the Equipment to\nanother of its business locations provided that Lessee remains the end user of\nthe Equipment. Any other relocation requires Lessor's prior written consent.\nUpon Lessor's prior written consent, which will not be unreasonably withheld,\nLessee may sublease the Equipment to another end user. No sublease or relocation\nshall relieve Lessee of its obligations under the Lease and Lessee will be\nresponsible for all costs and expenses associated with any relocation or\nsublease of the Equipment, including additional taxes or any Tax Loss incurred\nby Lessor. In no event shall Lessee remove or allow the Equipment to be removed\nfrom the United States. LESSEE SHALL NOT ASSIGN, TRANSFER OR OTHERWISE DISPOSE\nOF ANY LEASE OR FINANCING TRANSACTION, ANY EQUIPMENT, OR ANY INTEREST THEREIN,\nOR CREATE OR SUFFER ANY LEVY, LIEN OR ENCUMBRANCE THEREOF EXCEPT THOSE CREATED\nBY OR THROUGH LESSOR.\n 33. ASSIGNMENT BY LESSOR. Lessee acknowledges and understands that the \nterms and conditions of the Leases and Financing Transactions have been fixed \nto enable Lessor to sell and assign its interest or grant a security interest \nor interests in the Leases and Financing Transactions and the Equipment, \nindividually or together, in whole or in part, for the purpose of securing \nloans to Lessor or otherwise. Lessee shall not assert against any such assignee \nany setoff, defense or counterclaim that Lessee may have against Lessor or any \nother person. Lessor shall not be relieved of its obligations hereunder as a \nresult of any such assignment unless Lessee expressly consents thereto, nor \nshall any rights or obligations of Lessee by changed except as described herein.\n 34. FINANCING. Any one-time charge (indicated on the Supplement as the \n\"Amount Financed\") for a Financed Item will be paid by Lessor to Lessee's \nSupplier or directly to Lessee. Any other charges which may be owed or due to \nLessee's Supplier shall be paid directly to Lessee's Supplier by Lessee. \nLessee's obligation to pay Rent for the Financed Item shall not be affected by \nany discontinuance, return or destruction of any Financed Item on or after the \ndate Lessor makes funds available. If Lessee discontinues any of the Financed \nItems in accordance with the terms of the applicable agreement with Lessee's \nSupplier prior to the date Lessor makes funds available, then the Financing \nTransaction with respect to the affected one-time charge shall be cancelled.\n 35. FINANCING PREPAYMENT (DOES NOT APPLY FOR ITEMS OR EQUIPMENT). Lessee \nmay terminate a Financing Transaction (but not a Lease with respect to an item \nof Equipment) by prepaying its remaining Rent. Lessee shall provide Lessor with \nat least one (1) month prior written notice of the intended prepayment date. \nLessor may, depending on market conditions at the time, reduce the remaining \nRent to reflect such prepayment and shall advise the Lessee of the balance to \nbe paid. If prior to Lease expiration, Lessee shall at the same time prepay any \nrelated line items of Financing Transactions.\n 36. DELINQUENT PAYMENTS. If any amount to be paid to Lesser is not paid on \nor before its due date, Lessee shall pay Lessor two percent (2%) of the unpaid \namount for each month or part thereof from the due date until the date paid or, \nif less, the maximum allowed by law.\n 37. DEFAULT; NO WAIVER. Lessee shall be in default under this Agreement \nupon the occurrence of any of the following events: (a) Lessee fails to pay any \namount when due under this Agreement and such failure shall continue for a \nperiod of seven (7) days after the due date; (b) Lessee subleases, relocates, \nassigns or makes any transfer in violation of the terms of this Agreement; (c) \nLessee fails to perform any other obligations or violates any of its covenants \nor representations under a Lease or Financing Transaction, or Lessee fails to \nperform any of its obligations under any other agreement it may have with \nLessor, and such failure or breach shall continue for a period of fifteen (15) \ndays after written notice is received by Lessee from Lessor; (d) Lessee or any \nguarantor of Lessee's obligations under this Agreement makes a \nmisrepresentation in any application for credit or other financial data required\nto be provided by Lessee in connection with a Lease or Financing Transaction; \n(e) Lessee or a guarantor makes an assignment for the benefit of creditors, or \nconsents to the appointment of a trustee\n\n Page 3 of 4\n 4\nor receiver, or if either shall be appointed for Lessee or a guarantor or for a\nsubstantial part of its property without its consent; (f) any petition or\nproceeding is filed by or against Lessee or a guarantor under any Federal or\nState bankruptcy or insolvency code or similar law, and if such petition is \ninvoluntary, it is not dismissed within sixty (60) days after filing thereof; \n(g) Lessee or guarantor sells or disposes of all or substantially all of its \nassets (and Lessor does not consent to the same) or ceases doing business; or \n(h) a guarantor or the provider of any other credit enhancement under this \nAgreement breaches, terminates without Lessor's consent or contests any \nguaranty or other credit enhancement document of which Lessor is a beneficiary.\n\n Lessor shall be in default under this Agreement upon the occurrence of any\nof the following events: (i) Lessor breaches Lessee's right of quiet enjoyment\n(except in an instance where Lessee is in default under the applicable Lease or\nFinancing Transaction), and Lessor is unable to remedy such breach within\nfifteen (15) days of Lessee's written notice to Lessor thereof; (ii) Lessor\nfails to perform any other provisions or violates any of its covenants or\nrepresentations under a Lease or Financing Transaction and such failure or\nbreach shall continue for a period of fifteen (15) days after written notice is\nreceived by Lessor from Lessee; (iii) Lessor makes an assignment for the benefit\nof creditors, or consents to the appointment of a trustee or receiver, or if\neither shall be appointed for Lessor or for a substantial part of its property\nwithout its consent; or (iv) any petition or proceeding is filed by or against\nLessor under any Federal or State bankruptcy or insolvency code or similar law\nand, if such petition is involuntary, it is not dismissed within sixty (60) days\nafter filing thereof.\n\n Any failure of either party to require strict performance by the other\nparty or any waiver by either party of any provision in a Lease, Financing\nTransaction or this Agreement shall not be construed as a consent or waiver of\nany other breach of the same or of any other provision.\n\n 38. REMEDIES. If Lessee is in default under this Agreement, all amounts\ndue and to become due under each Lease and Financing Transaction shall be\nimmediately due and payable, without further notice from Lessor, and Lessor\nshall have the right, in its sole discretion, to exercise any one or more of the\nfollowing remedies in order to protect its interests, reasonably expected\nprofits and economic benefits under this Agreement. Lessor may (a) declare any\nLease or Financing Transaction entered into pursuant to this Agreement to be in\ndefault; (b) terminate in whole or in part any Lease or Financing Transaction;\n(c) recover from Lessee any and all amounts then due and to become due; (d) take\npossession of any or all items of Equipment, wherever located, without demand or\nnotice, without any court order or other process of law, in accordance with\nLessee's reasonable security procedures; and (e) demand that Lessee return any\nor all items of Equipment to Lessor in accordance with Paragraph 26 and, for\neach day that Lessee shall fail to return any item of Equipment, Lessor may\ndemand an amount equal to the current Rent, prorated on the basis of a 30-day\nmonth. Upon repossession or return of any item of Equipment, Lessor shall sell,\nlease or otherwise dispose of such item in a commercially reasonable manner,\nwith or without notice and on public or private bid, and apply the net proceeds\nthereof towards the amounts due under the Lease but only after deducting (i) in\nthe case of sale, the estimated fair market sales value of such item as of the\nscheduled expiration of the Lease; or (ii) in the case of any replacement lease,\nthe rent due for any period beyond the scheduled expiration of the Lease for\nsuch item; and (iii) in either case, all reasonable and necessary expenses,\nincluding reasonable legal fees, incurred in connection therewith. Any excess\nnet proceeds are to be retained by Lessor. Lessor may pursue any other remedy\navailable at law or in equity. No right or remedy is exclusive of any other\nprovided herein or permitted by law or equity; all such rights and remedies\nshall be cumulative and may be enforced concurrently or individually.\n\n If Lessor is in default under this Agreement, Lessee's exclusive and sole\nremedy shall be (x) to terminate the applicable Lease or Financing Transaction\nand return the applicable items of Equipment to Lessor; and (y) to recover\ndamages arising out of such default from Lessor, and all reasonable and\nnecessary expenses, including reasonable legal fees, incurred in connection\ntherewith.\n\n 39. LESSOR'S EXPENSE. Lessee shall pay Lessor all reasonable costs and\nexpenses, including reasonable legal and collection fees, incurred by Lessor in\nenforcing the terms, conditions or provisions of this Agreement.\n\n 40. OWNERSHIP, PERSONAL PROPERTY; LICENSED PROGRAM MATERIALS. The\nEquipment under Lease is and shall be the property of Lessor. Lessee shall have\nno right, title or interest therein except as set forth in the Lease. The\nEquipment is, and shall at all times be and remain, personal property and shall\nnot become a fixture or realty. Licensed programs that Lessee acquires and\nfinances with Lessor remain the property of their licensor. Ownership of\nlicensed programs is governed by the license agreement between the licensor and\nLessee, and is not affected by this Agreement.\n\n 41. NOTICES; ADMINISTRATION. Service of all notices under the Agreement\nshall be sufficient if delivered personally or mailed to Lessee at its address\nspecified in the Supplement or to IBM Credit Corporation as Lessor in care of\nthe IBM location specified in the Supplement or invoice. Notices by mail will be\neffective on receipt or three (3) days after being deposited in the United\nStates mail, duly addressed and with postage prepaid, whichever is earlier.\nNotices of default will be sent certified mail, or registered mail, or delivered\nin person and will be effective when received by the party. Notices, consents\nand approvals from or by Lessor will be given by Lessor or on its behalf by IBM\nand all payments will be made to IBM until Lessor notifies Lessee otherwise.\n\n 42. LESSEE REPRESENTATION. Lessee represents and warrants that, as of the\ndate it enters into any Lease or Financing Transaction under this Agreement; (a)\nLessee is a legal entity, duly organized, validly existing and in good standing\nunder the laws of the jurisdiction of its organization and in each jurisdiction\nwhere Equipment and Financed items will be located, with full power to enter\ninto this Agreement and any transactions contemplated herein; (b) this Agreement\nand any Lease or Financing Transaction hereunder have been duly authorized and\nexecuted by Lessee and constitute valid, legal and binding agreements,\nenforceable in accordance with their terms; (c) the execution and performance by\nLessee of its obligations under this Agreement and any Lease or Financing\nTransaction will not violate any judgment, order, law or governmental regulation\naffecting Lessee or any provision of Lessee's documents of organization, or\nresult in a breach or default of any instrument or agreement to which Lessee is\na party or to which Lessee may be bound.\n\n 43. GENERAL. Lessee agrees to take such further action and to execute\nsuch additional documents, instruments and financing statements as Lessor shall\nreasonably request to complete any Lease or Financing Transaction under this\nAgreement or to protect Lessor's interest in the Equipment or Financed items.\n\n This Agreement may be executed in any number of counterparts, each of which\nshall constitute an original, but all of which together shall constitute but one\nand the same document.\n\n 44. APPLICABLE LAW; SEVERABILITY. This Agreement will be governed by and\nconstrued in accordance with the laws of the State of New York. If any provision\nof this Agreement is held to be invalid or unenforceable, all other provisions\nshall remain in effect.\n\n\n Page 4 of 4\n 5\n TERM LEASE SUPPLEMENT\nDate Prepared: 06\/09\/00 Page 1 of 2\n<\/pre>\n
\n
\nCustomer No.: 2706097 Supplement Number: C00837181 Purchase Agreement Ref.:
\nCustomer Name and Address Installed at Location IBM CSO Location: 178
\nEDISON SCHOOLS EDISON SCHOOLS IBM CSO Location Address
\n521 FIFTH AVE 521 FIFTH AVE ELA SUPPORT OFFICE Term Lease Master Agreement No.: 2706091
\n15TH FLR 15TH FLR 1605 LBJ FREEWAY Associated Supplement Nos.:
\nNEW YORK, NY 10001 NEW YORK, NY 10001 DALLAS, TX 75234 Summary Supplement No.:
\n ATTN: DAVID M. GOODNIGHT Amendment Nos.:
\n 972-280-4030 Addendum Nos.:
\nCustomer Reference: Quote Letter No.: Q0209271304
\n<\/c><\/c><\/c><\/s><\/table>\n\n\n Location\/ Leased or Financed Item Plant (*) Unit Purchase
\nLine Lessor Installed Type Model\/Feature Order or Serial (*) Purch. Maint. (*) Price\/Amount
\n No Customer No State Description MES No No Option Option Include Term Financed
\n———————————————————————————————————————
\n
\n001 2706097\/ NY 9993-ELA A715631 S NA 36 10,770,375.00
\n 4565693 IBM ELA FINANCING<\/p>\n———————————————————————————————————————
\nSupplier Name Supplier Customer No (*) Security Deposit Total Amount
\n Financed
\n (this page)<\/p>\n
———————————————————————————————————————
\n 10,770,375.00<\/p>\n
———————————————————————————————————————
\n Total Amount
\n Financed
\n (all pages)<\/p>\n
10,770,375.00
\n———————————————————————————————————————
\n(*) See page 2 for explanations, definitions and additional items<\/p>\n
FOR THESE LEASE RATES TO BE VALID, THIS SUPPLEMENT MUST BE SIGNED AND RECEIVED BY LESSOR BY: 06\/29\/00.<\/p>\n
<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
\n\n (*)Estimated
\n Location\/ Commencement
\nLine Lessor Rate \/Release
\n No Customer No $\/1000 Rent Date
\n———————————————————————-
\n
\n 01 2706097\/ 34.67 373,409 06\/30\/00
\n 4565693<\/p>\n———————————————————————-
\n (*) Interim Total Rent Payment Period
\n Rent (this page) MONTHLY IN ARREARS
\n Applies? Taxes May Apply
\n Rent Commencement Date
\n NO 373,409<\/p>\n
———————————————————————-
\n Total Rent
\n (all pages)
\n Taxes May Apply<\/p>\n
373,409<\/p>\n
<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
THE TERM LEASE MASTER AGREEMENT REFERENCED ABOVE, THIS SUPPLEMENT AND ANY
\nAPPLICABLE ATTACHMENTS OR ADDENDA ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF
\nTHE AGREEMENT. THESE DOCUMENTS SUPERSEDE ANY PRIOR ORAL OR WRITTEN
\nCOMMUNICATIONS BETWEEN THE PARTIES. BY SIGNING BELOW, BOTH PARTIES AGREE TO THE
\nTERMS REPRESENTED BY THIS SUPPLEMENT. IF AGREED TO BY LESSEE AND LESSEE’S
\nSUPPLIER, LESSEE AUTHORIZES LESSOR TO CHANGE THE AMOUNT FINANCED AND THE
\nRESULTING RENT. LESSEE FURTHER AUTHORIZES LESSOR TO INSERT MACHINE SERIAL
\nNUMBERS ON THIS SUPPLEMENT AS THEY BECOME AVAILABLE, WITHOUT FURTHER
\nAUTHORIZATION FROM LESSEE. DELIVERY OF AN EXECUTED COPY OF ANY OF THESE
\nDOCUMENTS BY FACSIMILE OR OTHER RELIABLE MEANS SHALL BE DEEMED TO BE AS
\nEFFECTIVE FOR ALL PURPOSES AS DELIVERY OF A MANUALLY EXECUTED COPY. LESSEE
\nACKNOWLEDGES THAT LESSOR MAY MAINTAIN A COPY OF THESE DOCUMENTS IN ELECTRONIC
\nFORM AND AGREES THAT A COPY REPRODUCED FROM SUCH ELECTRONIC FORM OR BY ANY OTHER
\nRELIABLE MEANS (FOR EXAMPLE, PHOTOCOPY, IMAGE OR FACSIMILE) SHALL IN ALL
\nRESPECTS BE CONSIDERED EQUIVALENT TO AN ORIGINAL. IF INDICATED HERE, THE
\nFOLLOWING ATTACHMENTS SHALL APPLY TO AND BE INCORPORATED BY REFERENCE:<\/p>\n
\n
\nAccepted by: Initial below
\nIBM Credit Corporation EDISON SCHOOLS to request an
\n —————————- IBM maintenance ——————
\n Lessee agreement on
\nFor or as Lessor: IBM Leased items ——————<\/p>\nBy: By: \/s\/ Donald Sunderland
\n ———————— ————————-
\n Authorized Signature Authorized Signature<\/p>\n
Donald Sunderland 6\/12\/00
\n————————— —————————
\nName (Type or Print) Date Name (Type or Print) Date<\/p>\n
<\/c><\/c><\/c><\/s><\/table>\n
6
\n TERM LEASE SUPPLEMENT
\n Additional Terms and Conditions
\n Supp. No.: C00837181<\/p>\n
OPTION CODES
\n B Lease with fair market value end-of-lease options and Lessor is owner for
\n tax purposes
\n B+ Lease with fair market value end-of-lease options
\n G Lease with fair market value end-of-lease options for tax exempt Lessees
\n B* Lease with prestated end-of-lease options
\n G* Lease with one dollar ($1) end-of-lease purchase option and tax exempt
\n interest for tax exempt Lessees
\n B$ Lease with one dollar ($1) end-of-lease purchase option
\n L Lease for used equipment
\n LG Lease for used equipment for tax exempt Lessees
\n S Financing of IBM One-Time Charges
\n S* Financing of IBM One-Time Charges with tax exempt interest for tax exempt
\n Lessees
\n T Financing of other one-time charges
\n T* Financing of other one-time charges with tax exempt interest for tax
\n exempt Lessees<\/p>\n
TERM CODES
\n CO Coterminous Lease – The Term for this Equipment shall expire at the same
\n time as the Term for an associated item of Equipment.<\/p>\n
PURCH. OPTION (PURCHASE OPTION CODES END-OF-LEASE ONLY)
\n FM Fair market sales value at end-of-Lease NA Not Applicable
\n CL Contact IBM Credit for purchase price $1 Purchase price is one dollar
\n ($1.00)
\nnumber Prestated purchase percent – Purchase price will be the Unit Purchase
\n Price times this percent.
\n G* Purchase Option Codes are specified in Customer Bulletin “G Prime
\n Purchase Option Codes” (Zt25-4113) which is available on request.<\/p>\n
INTEREST RATE. The Interest Rate, if stated, is the Annual Percentage Rate
\n(APR) which will never be exceeded for the transaction.<\/p>\n
RATE PROTECTION. The Rates stated on the Supplement are not subject to change
\nprovided the Supplement is signed and returned to Lessor by the date indicated
\non the face of the Supplement and (if applicable) the Equipment is installed or
\na signed certificate of acceptance (“COA”) is received by the end of the month
\nof the Estimated Commencement Date stated on the Supplement.<\/p>\n
BASE EXTENSIONS
\nFor Equipment designated as “Base Extension”, this Supplement supersedes the
\nprior Lease for this Equipment and incorporates the terms of the Term Lease
\nMaster Agreement effective for this Supplement, which terms may differ from
\nthose governing the superseded Lease.<\/p>\n
SUPPLEMENT OPTIONS. When indicated on the face of the Supplement, the following
\nterms and conditions shall apply to transactions indicated in this Supplement.<\/p>\n
* INTERIM RENT
\nNotwithstanding Paragraphs 13, 15 and 16 of the Agreement, the Rent
\nCommencement Date shall be the first day of the first full Payment Period
\nfollowing the date that would otherwise constitute the “Rent Commencement Date”
\nunder Paragraph 13. Lessee will pay interim Rent from the date that would
\notherwise constitute the “Rent Commencement Date” under Paragraph 13 to the
\nRent Commencement Date. Such interim Rent shall be prorated based on the
\nPayment Period, that is 30 days for monthly, 90 days for quarterly, 182 days
\nfor semi-annually or 365 days for annually.<\/p>\n
* PAYMENT IN ADVANCE
\nRent will be due on the first day of each Payment Period and (except for the
\ninvoice for the first Payment Period) will be invoiced one month before its due
\ndate. The invoice for any initial partial Payment Period and the first full
\nPayment Period will be issued on the first day of the first full Payment Period
\nfollowing the date of installation.<\/p>\n
* PAYMENT IN ARREARS
\nRent will be invoiced in advance as of the first day of each Payment Period and
\nwill be due on the day following the last day of the Payment Period.<\/p>\n
* SECURITY DEPOSIT
\nAs a condition to Lessee entering into the transactions indicated in the
\nSupplement, Lessee has granted Lessor a security deposit in the amount
\nindicated on the face of this Supplement, to secure Lessee’s payment
\nobligations hereunder. Lessor may apply any portion of the security deposit
\nagainst any payment default and shall hold the security deposit until Lessee’s
\nobligations under the Agreement are satisfied in full.<\/p>\n
TAX EXEMPT REQUIREMENTS (FOR OPTIONS G*, S* AND T*)<\/p>\n
Lessee represents that Lessee qualifies as a State or political subdivision of a
\nState for purposes of Section 103(a) of the Code. Any misrepresentation of
\nLessee’s status under Section 103(a) is an event of default under the Agreement.
\nLessee shall comply with all information reporting requirements of Code Section
\n149(e) and Treasury Regulations thereunder. Lessee shall file the appropriate
\nInternal Revenue Service (IRS) Form 8038-G or 8038-GC. Lessee shall pay Lessor,
\non demand, a sum to be determined by Lessor, that will return to Lessor the
\neconomic results Lessor would otherwise have received if:<\/p>\n
1. Lessee does not file the above IRS form on a timely basis; or<\/p>\n
2. IRS rules Lessee does not qualify under Section 103(a) of the Code<\/p>\n
AUTHORITY TO SIGN FINANCING STATEMENTS<\/p>\n
Lessee authorizes Lessor or its agent as attorney in fact for the limited
\npurpose of executing in Lessee’s name and filing any Uniform Commercial Code
\nfinancing statements or similar documents. Such authorization shall not
\nconstitute a general power of attorney from Lessee, shall be narrowly
\nconstrued, and shall not be effective for any purpose other than to execute
\nUCC-1 filings relating to the Equipment listed on this Supplement. However,
\nLessor will not prepare, execute or file financing statements or similar
\ndocuments for Option B, G, G* or LG.<\/p>\n
WARRANTY DISCLAIMER<\/p>\n
EXCEPT FOR LESSOR’S WARRANTY OF QUIET ENJOYMENT, LESSOR MAKES NO WARRANTY,
\nEXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO,
\nTHE CAPABILITY OF THE EQUIPMENT OR PROGRAMMING TO CORRECTLY PROCESS, PROVIDE
\nAND\/OR RECEIVE DATE DATA WITHIN AND BETWEEN THE 20TH AND 21ST CENTURIES, AND
\nTHE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.<\/p>\n
LEASE AGREEMENT AMENDMENT. The following terms and conditions only apply to
\nTerm Lease Master Agreements signed prior to January 1997.<\/p>\n
*TERM
\nThe initial Term of the Lease or Financing transaction shall begin on the Rent
\nCommencement Date and shall expire at the end of the number of months under
\n“Term” in the Supplement.<\/p>\n
*OPTIONAL EXTENSION
\nFor purposes of the Optional Extension paragraph in the Agreement, the Rent
\nshall be calculated as the sum of the Lease payments over the initial Term
\ndivided by the initial Term of the Lease, but for Options B, B+ or L not less
\nthan fair market rental value.<\/p>\n
*TERMS FOR USED EQUIPMENT
\nThis Equipment is provided without any warranty by Lessor, in accordance with
\nParagraph 9. It is subject to prior disposition at any time prior to Lessor’s
\nsignature on the Supplement. Rent Commencement Date will be the earlier of
\ninstallation or 14 days after Release Date. Lessee payment of 3 months Rent as
\nliquidated damages is required if Lessee cancels its commitment to lease after
\nLessor’s Supplement acceptance but before the Equipment is delivered and
\naccepted by Lessee. Lease expiration notice shall be as soon as practicable if
\nthe Term is 3 months or less. If Equipment is unmodified, manufactured and
\nassembled by or for IBM and IBM installs and maintains the Equipment, Lessee may
\nexercise the Lessor’s quality satisfaction guarantee within 90 days of the
\nRelease date. At Lessor’s option, the Equipment will either be replaced with
\nequivalent Equipment or returned to Lessor and the Lease terminated with any
\nRent payments made to Lessor refunded.<\/p>\n
*TERMS FOR NON-IBM EQUIPMENT AND FOR EQUIPMENT NOT SOURCED FROM IBM
\nNotwithstanding anything to the contrary in the Agreement, for purpose of this
\nSupplement, “Lessee’s Supplier” shall be the party with whom Lessee has
\ncontracted to purchase Equipment, license program materials or acquire services
\nleased or financed herein. Any occurrences of “or Effective Date for Additional
\nLicense” in the Agreement are deleted. Any reference to “Estimated Shipment
\nDate” shall mean “Estimated Commencement Date”. The Rent Commencement Date shall
\nbe the date Lessee designates on the COA. Any terms and conditions applicable to
\nOption B shall also apply to Options B+ and L. Lessee shall return the equipment
\nin good condition and working order, wear and tear excepted and qualified for
\nthe manufacturer’s approved maintenance service. Should Lessee elect to alter or
\nmodify the Equipment, any Lessor-owned Parts that Lessee removes shall remain
\nLessor’s property and Lessee is not permitted to make such Parts available for
\nsale, transfer, exchange or other disposition without Lessor’s prior written
\nconsent. If Lessor consents to a disposition of the removed Parts, the
\nrestoration must be with parts Lessor owns or supplies, or those supplied by a
\nsource approved by Lessor.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9614],"class_list":["post-42911","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","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\/42911","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=42911"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42911"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42911"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42911"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}