Additive Manufacturing Equipment Financing
NCP Leasing, Inc. Lease Documents
A complete lease begins with a Master Lease Agreement, which lays out the terms and conditions that apply to all lease transactions. Each transaction is summarized on a Schedule that identifies the specifics of the particular transaction. Depending on the nature of the transaction, other documents may be necessary and could include an Acceptance Certificate, Landlord's Waiver, Secured Lender's Waiver, Certificate Of Incumbency , Evidence Of Insurance, and Lessee's Guaranty.
Master Lease Agreement
Federal Tax ID No. 00-000000
This Master Equipment Lease Agreement (this "Agreement") is made at Cincinnati, Ohio, effective ________________, 20___ (the "Effective Date") by and between NCP Leasing, Inc., an Ohio corporation with its principal offices located at 2055 Reading Road, Suite 240, Cincinnati, Ohio 45202 ("Lessor") and _____________________________, a (an) ______________ corporation with its principal offices located at _______________________ ("Lessee") (Lessor and Lessee, collectively, the "Parties").
1. EQUIPMENT LEASED. Lessor leases to Lessee, and Lessee leases from Lessor, all equipment (including all accessions, additions, attachments, parts, repairs, replacements, substitutions and upgrades thereto from time to time) (collectively, the "Equipment") described in each and every Equipment Lease Schedule executed and delivered pursuant to this Agreement (singly, a "Schedule", and, collectively, "Schedules"). Each Schedule incorporates this Agreement.
a) Schedules. The term of each Schedule (a "Schedule Term") shall commence upon the delivery to Lessee of the Equipment subject to each Schedule and shall continue until the thirtieth (30th) day after the last day Rent (as rent is defined in Section 3 of this Agreement) is due by Lessee to Lessor under the Schedule; provided, however, each Schedule Term shall continue until one hundred twenty (120) days after written notice of termination of the Schedule Term is delivered by one of the Parties to the other of the Parties. Any such written notice of termination by Lessee may not be cancelled, rescinded or revoked except upon the express written consent of Lessor. The termination of a Schedule Term, without more, shall not affect the rights of the Parties with respect to any obligation due but not performed prior to said termination including any obligation by Lessee to Lessor to pay Rent. Lessee shall promptly execute and deliver to Lessor all such certificates of acceptance of the Equipment by Lessee as Lessor may request.
b) This Agreement. The term of this Agreement shall commence on the Effective Date and shall continue in effect thereafter so long as any Schedule Term remains in effect, or if no such Schedule Term is in effect, until either Lessor or Lessee gives the other notice of cancellation of this Agreement. The termination of the term of this Agreement, without more, shall not affect the rights of the Parties with respect to any obligation due but not performed prior to said termination.
3. RENT. Lessee shall pay rent to Lessor (or to an Assignee as "Assignee" is defined in Section 16 of this Agreement) in the amounts and by the dates as set forth in each Schedule ("Rent"). Unless otherwise explicitly provided in a Schedule, each monthly installment of Rent payable under each Schedule shall be due on the first business day of the month in which said payment is to be made. Lessee shall pay all Rent as due when due without demand, invoice or notice. If any payment due under a Schedule (including, but not limited to, Rent) is not paid within ten (10) days after the due date thereof, Lessee shall pay to Lessor a late charge on such overdue payment for the period of time during which it is overdue at a rate equal to the lesser of (a) ten percent (10%) plus the current prime rate of interest as set forth in the Money Rates section of the Wall Street Journal on the due date or (b) the maximum rate of interest permitted by law. All Rent and other payments due and payable under each Schedule shall be made to Lessor at its address shown above, or at such other address as Lessor may designate from time to time.
4. NET LEASE. EACH SCHEDULE SHALL BE A TRIPLE NET LEASE WHEREBY LESSEE SHALL PAY ALL TAXES, MAINTENANCE, INSURANCE AND OTHER COSTS AND EXPENSES AS MORE FULLY SET FORTH IN THIS AGREEMENT. LESSEE'S OBLIGATIONS TO PAY ALL RENT AND OTHER SUMS WHEN DUE AND TO OTHERWISE PERFORM AS REQUIRED UNDER EACH SCHEDULE SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER. If any of the Equipment is unsatisfactory for any reason, Lessee shall make any claim solely against the manufacturer and/or sellers of the Equipment and shall, nevertheless, pay Lessor or its successors or Assignees (as defined in Section 16) all amounts due and payable under the Schedule for said Equipment.
5. TAXES. Lessee shall promptly report, file, pay and indemnify and hold Lessor harmless with respect to any and all Taxes, as hereinafter defined. The term "Taxes" as used herein shall mean all taxes, fees and assessments due, assessed or levied by any foreign, federal, state or local government or taxing authority, and any penalties, fines or interest thereon, which are imposed against or upon any of the Equipment, its use or operation, or the rentals or receipts due under this Agreement, but shall not include any taxes based upon or measured by the income of Lessor.
The foregoing notwithstanding, Lessor shall file such tax returns relating to sales and property taxes as may, pursuant to applicable law, be required to be filed by Lessor, and remit the amount thereof, and Lessee shall reimburse Lessor promptly upon demand for the amount of such taxes. Lessor will, upon request by Lessee, submit to Lessee written evidence of Lessor's payment of all Taxes due hereunder.
6. INSURANCE. Until the Equipment has been received by Lessor pursuant to Sections 10 or 19 of this Agreement, Lessee shall at all times carry and maintain, at the sole and exclusive expense of Lessee, a physical damage insurance policy providing "all risks" coverage for the Equipment and public liability and property damage insurance in amounts and with insurance companies satisfactory to Lessor, but in no event shall the all risk insurance be for an amount less than the Casualty Value of the Equipment (as that term is defined in Section 13 of this Agreement). Such policy shall (a) name Lessor (and, if Lessor requests at any time, any successor of Lessor or Assignee (as defined in Section 16 of this Agreement)) as loss payee for the all risk insurance and as additional insured for liability insurance, and (b) provide that Lessor (and any successor of Lessor or Assignee) shall receive notice at least 30 days prior before coverage lapses or is canceled or materially changed. Lessee shall promptly provide to Lessor evidence of insurance coverage prior to the receipt of the Equipment by Lessee and annually thereafter.
7. MAINTENANCE AGREEMENT. Lessee shall enter into, and perform all obligations due by Lessee under, a maintenance agreement with the manufacturer of the Equipment or other person or entity acceptable to Lessor (the "Maintenance Agreement"). Lessee shall keep the Equipment in good condition and working order, ordinary wear and tear excepted, all at the sole cost and expense of Lessee, such that at the end of the Schedule Term the Equipment will be in a condition acceptable for a further maintenance agreement with a person or entity acceptable to Lessor.
8. ADDITIONS. No addition, accession, attachment, part, replacement, substitution or upgrade shall be made with respect to any of the Equipment except upon the express prior written consent of Lessor and all of the same shall thereupon become the property of Lessor; provided, however, Lessee shall promptly remove any of the same upon the request of Lessor.
9. INSTALLATION, USE, INSPECTION, LOCATION AND CONTROL. Lessee shall arrange for and promptly pay all charges for delivery of the Equipment to Lessee and for installation of the Equipment at such delivery site. The Equipment shall be used and operated by Lessee only in the ordinary conduct of the regular business of Lessee by qualified employees of Lessee and in accordance with all applicable operating instructions, and applicable governmental laws, rules and regulations. Lessee shall not use the Equipment, or permit any other person or entity to use the Equipment, or any part of the Equipment, for any purpose or in any manner other than that for which the Equipment was designed. Upon reasonable prior notice, Lessee shall make the Equipment and all related records (including, but not limited to, logs and maintenance records) available to Lessor or its agents for inspection during normal business hours at the location of such Equipment. The Equipment shall not be removed from the location specified in the Schedule nor shall Lessee part with control or possession of the Equipment without the express prior written consent of Lessor.
10. RETURN. Unless otherwise specifically agreed in writing by the Parties, upon the expiration of the Schedule Term, or upon demand by Lessor pursuant to Section 19 of this Agreement, Lessee shall, at the sole cost and expense of Lessee, return the Equipment in the same condition as when delivered to Lessee, ordinary wear and tear excepted, to Lessor at the location in the continental United States specified by Lessor.
11. OWNERSHIP, LIENS. The Equipment is and shall at all times be the property of Lessor. Lessee shall have no right, title or interest in any of the Equipment except as a lessee and as set forth in the Schedule. Each Schedule shall constitute a lease of personal property, and Lessee agrees to take all action necessary or reasonably requested by Lessor to ensure that the Equipment shall be and remains personal property. No provision of this Agreement or of any Schedule shall be construed as conveying to Lessee any interest in the Equipment other than as a lessee. If at any time during the term of this Agreement, Lessor supplies Lessee with labels, plates or other markings evidencing ownership, security or other interest therein, Lessee shall affix and keep the same displayed on the Equipment as requested by Lessor. Lessee shall keep the Equipment, all Schedules and this Agreement free and clear of all liens, charges, claims and other encumbrances other than as specifically approved by Lessor in writing. Lessee shall undertake all actions necessary to ensure that none of the Equipment becomes, or could be alleged to be, a fixture. Lessee shall not permit any of the Equipment to become installed in or affixed to any real estate or fixture. Lessee shall promptly provide to Lessor all such disclaimers, releases, subordinations and waivers of any interest in any of the Equipment by landlords, mortgagees, secured creditors and all other persons and entities as Lessor may from time to time request.
12. NO LESSOR WARRANTIES. LESSOR LEASES THE EQUIPMENT "AS IS" AND, EXCEPT FOR LESSOR'S WARRANTY OF QUIET ENJOYMENT MADE IN SECTION 21 OF THIS AGREEMENT, LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. LESSEE WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT) LESSEE MIGHT HAVE, NOW OR IN THE FUTURE, AGAINST LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE WITH RESPECT TO OR ARISING OUT OF THE USE OF THE EQUIPMENT. LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT, MANUFACTURE OR SUPPLY THE EQUIPMENT AND THAT LESSEE SELECTED THE EQUIPMENT BASED UPON ITS OWN JUDGMENT AND LESSEE EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY STATEMENT MADE BY LESSOR OR ITS AGENTS REGARDING THE EQUIPMENT. Lessor assigns to Lessee, and Lessee shall have the benefit of, any and all manufacturer's warranties, service agreements and patent indemnities, if any, with respect to the Equipment; provided, however, that the sole remedy of Lessee for the breach of any such warranty, indemnification or service agreement shall be against the manufacturer and sellers of such Equipment and not against Lessor, nor shall any such breach have any effect whatsoever on the rights and obligations of Lessor or Lessee under this Agreement or any Schedule.
This Agreement and each Schedule is intended to be a "finance lease" as that phrase is defined under Article 2A of the Uniform Commercial Code as adopted and in effect in the State of Ohio at Chapter 1310 of the Ohio Revised Code.
13. RISK OF LOSS/CASUALTY VALUE. Upon the delivery of the Equipment to Lessee, Lessee shall bear the entire risk of any and all damage, destruction and or loss to any and all the Equipment. As provided above in Section 4 of this Agreement, no such damage, destruction or loss shall excuse or relieve Lessee of the duty to pay Rent or to perform any other obligation under this Agreement or any Schedule.
The phrase "Casualty Value" as used in this Section 13 shall mean as to any of the Equipment the dollar amount calculated by using the formula set forth in the page titled "Casualty Values" attached to this Agreement and the number of months elapsed since the commencement of the then current Schedule covering the Equipment and the purchase price of the Equipment set forth in said Schedule. In the event that any of the Equipment becomes inoperable (other than which is promptly remedied under the Maintenance Agreement) or is destroyed or lost, then Lessee shall promptly notify Lessor in writing thereof. In the event that any of the Equipment is destroyed or lost, then Lessee shall promptly pay to Lessor the Casualty Value of such Equipment. In the event that the Equipment is inoperable then, at the election and direction of Lessor to Lessee, Lessee shall either (1) undertake to have the Equipment repaired in a manner and by a person or entity acceptable to Lessor or (2) pay to Lessor within thirty (30) days of the making of such election and direction by Lessor the Casualty Value of the Equipment. In the event that Lessor is entitled to receive the Casualty Value for any Equipment, then no further Rent with respect to such Equipment shall become due after receipt by Lessor of such Casualty Value; provided, however, all Rent payable by Lessee with respect to such Equipment prior to receipt by Lessor of such Casualty Value shall remain payable by Lessee to Lessor.
14. GENERAL INDEMNIFICATION. Lessee shall indemnify and defend and hold Lessor, its successors and Assignees harmless from and against any and all liabilities, obligations, losses, damages, claims and all costs and expenses thereof (including attorney fees and expenses) in any way relating to or arising out of this Agreement, any Schedule or the Equipment, including, without limitation, the purchase, ownership, transportation, delivery, installation, leasing, possession, use, operation, maintenance, storage and return of such Equipment, howsoever arising, in connection with any event occurring prior to receipt of such Equipment by Lessor. Lessee shall give Lessor, its successors or Assignees prompt notice of any occurrence, event or condition in connection with which Lessor, its successors or Assignees may be entitled to indemnification pursuant to the provisions of this Section 14. The provisions of this Section 14 shall survive the termination of this Agreement and of any Schedule.
15. NO LESSEE SUBLEASE; ASSIGNMENT; MERGER.
a) LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE, OR OTHERWISE RELINQUISH POSSESSION OR CONTROL, OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY SCHEDULE OR ENTER INTO ANY SUBLEASE OF ALL OR ANY PART OF THE EQUIPMENT WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.
b) Except upon the express written consent of Lessor, Lessee shall not: (i) enter into any transaction of merger or consolidation or any commitment with respect thereto; (ii) permit any substantial change in the ownership or control of the capital stock of Lessee; or (iii) change the form or organization of the business of Lessee.
16. LESSOR ASSIGNMENT. Lessor may, to any person or entity (each such person or entity an "Assignee") without notice to Lessee, assign or sell its interest in, grant a security interest in, or otherwise transfer, in whole or in part to any person or entity (each such person or entity an "Assignee"), this Agreement, one or more Schedules, any or all of the Equipment or any of its rights, interests or obligations with respect thereto, including, without limitation, all Rent and other sums due or to become due under any Schedule to one or more persons or entities. Upon notice thereof from Lessor, Lessee shall pay Rent to an Assignee. Lessee acknowledges that any such assignment or transfer by Lessor will not materially impair Lessee's prospect of obtaining return performance by Lessor, materially change Lessee's duties or obligations under the affected Schedule, nor materially increase the burdens or risks imposed on Lessee, and Lessee further agrees that any such assignment or transfer shall be permitted even if the same could be deemed to materially affect the interests of Lessee. LESSEE SHALL NOT ASSERT AGAINST ANY ASSIGNEE ANY CLAIM, DEFENSE, COUNTERCLAIM OR SET-OFF THAT LESSEE MAY AT ANY TIME HAVE AGAINST LESSOR.
17. PROVISIONAL SECURITY AGREEMENT. This Agreement and all the Schedules are intended by the Parties to be a "lease" as that word is used and defined in Section 1-201(37) and in Section 2A-103(1)(j) of the Uniform Commercial Code as adopted and in effect in the State of Ohio respectively in Chapters 1301 and 1310 of the Ohio Revised Code. Further, this Agreement and all the Schedules are intended by the Parties to be a "true lease" and not a disguised sale. In the event that it is determined at any time in any legal proceeding that any of the Equipment is not subject to a true lease and or that the ownership, or title to any, of the Equipment is not held by and or in Lessor, then Lessee herewith grants to Lessor a security interest in all the Equipment subject to this Agreement and every Schedule (any and all amendments thereto) and all proceeds thereof to secure the performance of all obligations of whatever kind or nature due by Lessee to Lessor under this Agreement and every Schedule.
18. EVENTS OF DEFAULT. Each of the following shall constitute an "Event of Default."
a) Lessee fails to make any payment of Rent or of any other amount payable by Lessee pursuant to this Agreement or any Schedule when due and such nonpayment continues for a period of five (5) calendar days after written notice of such nonpayment by Lessor to Lessee;
b) Lessee fails to perform or observe any other term, covenant or condition of this Agreement or of any Schedule or any other agreement with Lessor and such failure shall continue for a period of ten (10) calendar days after written notice of such failure by Lessor to Lessee;
c) Any representation or warranty made by Lessee in this Agreement or in any Schedule or in any other writing shall be false or misleading at any time in any material respect;
d) Lessee ceases doing business as a going concern or transfers all or a substantial part of its assets; or Lessee becomes or is adjudicated insolvent or bankrupt, admits in writing its inability to pay its debts as they become due, or makes an assignment for the benefit of creditors; or Lessee applies for, or consents to, the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer is appointed without the consent of Lessee; or Lessee institutes any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction, or any such proceeding is instituted against Lessee and is not dismissed within thirty (30) days; or any judgment, writ, warrant or attachment or execution of similar process is issued or levied against a substantial part of Lessee's property and remains unsatisfied for thirty (30) days; or Lessee has its articles of incorporation, charter or right to do business in any state revoked, suspended, terminated or otherwise changed;
e) Lessor deems itself to be insecure.
Lessee shall promptly notify Lessor of the occurrence of any Event of Default.
19. REMEDIES. Upon the occurrence of any Event of Default, Lessor may, without notice to Lessee, exercise any one or more of the following remedies, as Lessor in its sole discretion may elect:
a) Upon the demand of Lessor, Lessee shall promptly, and, at the sole cost and expense of Lessee, return the Equipment, or Lessor, at its option, at Lessee's sole cost and expense, may enter upon the premises where the Equipment is located and repossess and remove the Equipment, or render the Equipment unusable without removal;
b) Upon the demand of Lessor, Lessee shall immediately pay to Lessor an amount equal to the total of all Rents and other amounts due and to become due under any and or all Schedules;
c) Upon notice to Lessee, Lessor may terminate this Agreement and any or all Schedules, sue to enforce Lessee's performance thereof, and or exercise any other right or remedy then available to Lessor at law or in equity; or
d) Lessor may exercise all rights and remedies of a lessor under Article 2A of the Uniform Commercial Code as adopted in the State of Ohio at Chapter 1310 of the Ohio Revised Code, and as amended, as Lessor may from time to time elect.
The exercise of any of the foregoing remedies by Lessor shall not constitute a termination of this Agreement or any Schedules unless Lessor expressly so notifies Lessee in writing. No failure or delay on the part of Lessor to exercise any right or remedy of Lessor under this Agreement shall operate as a waiver. No express or implied waiver by Lessor of any one Event of Default shall constitute a waiver of any other Event of Default by Lessee or a waiver of any right of Lessor. No remedy referred to in this Section 19 is intended to be exclusive, but each shall be cumulative and concurrent, and shall be in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. In addition to the above, and in any event, Lessee shall be liable for all costs, damages and expenses incurred by Lessor by reason of the occurrence of any Event of Default or the exercise of any remedy by Lessor, including, but not limited to, all attorneys' fees and costs whether or not court proceedings are brought, costs related to the repossession, storage, repair and disposition of the Equipment, and all incidental and consequential damages.
20. LESSOR'S RIGHTS ON LESSEE'S FAILURE TO PAY. In the event that Lessee fails to pay or otherwise perform any obligation due by Lessee under this Agreement or any Schedule, Lessor may, but shall not be obligated to, pay such amounts or perform such obligations for the account of Lessee without thereby waiving Lessor's right to declare an Event of Default. In any such event, Lessee shall immediately upon demand reimburse Lessor for any such costs and expenses incurred by Lessor.
21. QUIET ENJOYMENT. Lessor covenants that if, and so long as, Lessee performs all obligations due by Lessee under this Agreement and all Schedules, then Lessee shall quietly possess the Equipment.
22. LESSEE REPRESENTATIONS. Lessee represents and warrants to Lessor that (a) Lessee is a corporation duly organized, validly existing and in good standing under applicable state law; (b) Lessee will authorize the signing, delivery and performance of each Schedule before signing it; (c) when fully executed and delivered, each Schedule will be a legal, valid and binding agreement of Lessee, enforceable against Lessee in accordance with its terms subject to applicable bankruptcy and other laws, and will not violate or create a default under any law, rule, regulation, judgment, order, instrument, agreement or charter document binding on Lessee or its property; (d) no consent or approval of, notice to, or filing with any governmental authority is required for Lessee to sign, deliver or perform each Schedule other than may be required to file financing statements; (e) there are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on Lessee, nor is Lessee in default under any material loan, lease or purchase obligation; and (f) all information furnished and to be furnished by Lessee to Lessor is and will be true and correct and complete; and (g) all financial statements regarding Lessee furnished and to be furnished by Lessee to Lessor have been and will be prepared according to generally accepted accounting principles.
23. FINANCIAL AND OTHER INFORMATION. Lessee shall furnish to Lessor, at the sole cost and expense of Lessee, (a) within one hundred and twenty (120) days after the last day of each fiscal year of Lessee, a copy of the audited financial statements of Lessee; (b) at any time, if requested by Lessor, a copy of monthly or quarterly financial statements certified by the principal financial officer of Lessee; and (c) all such additional information concerning Lessee as Lessor may request.
24. FURTHER ASSURANCES. Upon the request of Lessor, Lessee shall promptly deliver to Lessor all such documents and instruments as Lessor deems reasonably necessary or advisable to protect all of the rights, title and interests of Lessor in any of the Equipment, the Schedules and or this Agreement including, but not limited to, fully executed certificates of Equipment acceptance, financing statements, certified resolutions of shareholders and or directors, incumbency certificates, real estate title reports, opinion of counsel for Lessee, estoppel certificates, fixture filings and certificates evidencing the insurance required in Section 6 of this Agreement.
a) Entire Agreement. The Parties acknowledge that there are no agreements or understandings, written or oral, between the Parties with respect to any of the Equipment, other than as set forth herein and in each Schedule and that this Agreement and each Schedule contains the entire agreement between the Parties with respect thereto.
b) Signature for Lessee. Lessor may sign all financing statements for Lessee as Lessor may deem appropriate for filing at any time and in any place to protect the rights and interests of Lessor in any of the Equipment and in any of the Schedules and in this Agreement.
c) No Waiver. To the full extent permitted by applicable law, Lessee hereby waives all rights of Lessee under any provision of law now or hereafter in effect which might limit or modify or otherwise render unenforceable in any respect, any remedy or other provision of this Agreement or any Schedule. No delay by Lessor in exercising any right, power or remedy under this Agreement or any Schedule shall constitute a waiver, and any waiver by Lessor on any one occasion or for any one purpose shall not be construed as a waiver on any future occasion or for any other purpose and specifically, by way of example only, acceptance by Lessor or any Assignee of any payment of Rent after the date any such payment is due shall not constitute a waiver or remedy any Event of Default arising out of the failure of payment except as may be expressly waived in writing by Lessor.
d) Binding Nature. This Agreement and every Schedule shall be binding upon, and shall inure to the benefit of Lessor, Lessee and their respective successors, legal representatives, and assigns.
e) Notices. Any notice, request, or other communication to either of the Parties shall be given in writing and shall be deemed received only upon the earlier of receipt or three days after mailing if mailed first class postage prepaid by regular United States mail to Lessor and to Lessee, as the case may be, at the respective addresses set forth above or at such different address as may be subsequently so noticed pursuant to the provisions of this Subsection 25(e).
f) Applicable Law. This Agreement has, and all Schedules will have been, made, executed, and delivered in the State of Ohio and all the same shall be governed and construed for all purposes under and in accordance with the laws of the State of Ohio.
g) Resolution of Disputes. Any controversy or dispute between the Parties with respect to this Agreement or any Schedule or any of the Equipment shall be resolved in a court of competent jurisdiction sitting in Hamilton County, Ohio and Lessee herewith consents to jurisdiction in such court (the "Designated Forum"). In addition, and separately, any such controversy or dispute may be referred to mediation at the sole direction and election of Lessor at such place and under such procedures as Lessor may determine at the sole discretion and election of Lessor.
h) Severability. In the event any one or more of the provisions of this Agreement or any Schedule shall for any reason be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement or any Schedule shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable, valid, legal, and enforceable provision which comes closest to the intention of the Parties underlying the invalid, illegal, or unenforceable provision.
i) Claims. Any claim by Lessee against Lessor for any breach by Lessor of any obligation of Lessor under this Agreement or any Schedule shall be commenced in the Designated Forum within one (1) year after such claim accrues.
j) Additional Matters. Section headings are for convenience only and are not substantive terms or conditions of this Agreement.
k) Amendment. No term or provision of this Agreement or any Schedule shall be amended, altered, waived, discharged or terminated except in writing signed by the Parties, and, in compliance with Section 2A-208(2) of the Uniform Commercial Code requiring a separate signature of such provision, Lessee has signed in the space immediately provided below.
IN WITNESS THEREOF, Lessor and Lessee have set their respective hands below as of the Effective Date.
2055 Reading Road, Suite 240
Cincinnati, Ohio 45202
Phone: (513) 333 0221
Fax: (513) 333 0887