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.

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WHEREAS, NCP Leasing ("Lessor") and _______________ ("Lessee") have entered into a certain written Master Equipment Lease Agreement dated _______________ (the "Equipment Lease") and, pursuant to the Equipment Lease, Lessee leases from Lessor, and lessor leases to Lessee, certain personal property more fully described in the one page attached hereto marked Schedule A (collectively the "Equipment"); and

WHEREAS, Lessee and _______________ Bank ("Secured Lender") have entered into (and may enter into additional) certain agreements under which Secured Lender has, or will have, a security interest in property and assets of Lessee (collectively, the "Collateral"); and

WHEREAS, the execution and delivery of this Secured Lender's Waiver is a term and condition of the Equipment Lease;

NOW THEREFORE, for valuable consideration, the receipt of which Secured Lender herewith expressly acknowledges, Secured Lender agrees as follows:

1. Except as specifically set forth in a future writing signed by Lessor, the Equipment is and all times shall remain personal property owned by Lessor and not by Lessee or any other person or entity.
2. Neither the Equipment nor any item of the Equipment is or shall become, a fixture notwithstanding that the Equipment or any item of the Equipment become affixed or attached to real estate.
3. Neither Secured Lender nor any person or entity claiming on behalf of or through Secured Lender shall have, or claim, any right, title or interest in any of the Equipment.
4. Secured Lender shall promptly notify Lessor by fax at (513) 333-0887 or email at "mail@ncpleasing.com" in the event, and on each separate occurrence, of a default or breach of any material term or condition of any agreement or contract between Lessee or Secured Lender.
5. Secured Lender presents and warrants that no provision of this Secured Lender's Waiver is in violation of or contradicts any agreement or contract between Lessee and Secured Lender.
6. This Secured Lender's Waiver shall be binding upon all agents, representatives, successors and assigns of Secured Lender.

IN WITNESS WHEREOF, Secured Lender has signed this Secured Lender's Waiver effective ___________ , 20__.

WITNESS: ___________________ ___________________ STATE OF: ___________________	SECURED LENDER: ___________________  Bank By: ___________________ Its:  ___________________ COUNTY OF:  ___________________
This instrument was acknowledged before me on ___________ , 20__ by ___________________ an ___________________ of ___________________ .
	___________________ Notary Public

——————————   S C H E D U L E   A   ——————————

SCHEDULE	EQUIPMENT	SERIAL NUMBER	LOCATION
#111-01	3D Systems SLA 500	123-12345	1 RP Road City, State 12345
#111-02	3D Systems SLA 5000	456-67890	1 RP Road City, State 12345

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