Enclosure No. 2G - Appendix TBD ANL-829-MLAV.pdf

ANL-829 – MLAV – (07/13/2025)

MLA Number: XXXXXX

MASTER LEASE TO OWNERSHIP AGREEMENT XXXXXX

between

UChicago Argonne, LLC and

INTRODUCTION

This MASTER LEASE TO OWNERSHIP AGREEMENT (“Agreement”) is made and entered into as of [_________] (the “Effective Date”) by and between [LESSOR NAME] (the “Lessor”), and UChicago Argonne, LLC (“Lessee”) issued under DOE. Prime Contract No. DE-AC02- 06CH11357 (“Prime Contract”) with the U.S. Department of Energy (“Government” or “DOE.”) (“Prime Contract”), which is accessible at http://www.anl.gov/contract/. This Agreement is in furtherance of the Prime Contract for the management and operation of the Argonne National Laboratory (“Argonne”), owned by the Government, and the performance of certain research and development work.

AGREEMENT

WHEREAS, Lessee has determined that it is necessary to acquire computer equipment in order to perform work at Argonne, and

WHEREAS, from time to time Lessee will define such equipment as necessary for performance of Lessee’s work, and

WHEREAS, the Lessor as the supplier of the equipment, agreed to lease to own the equipment to the Lessee if Lessee so requests pursuant to the terms hereof, and

WHEREAS, the Lessor is willing to lease to own Lessee the equipment that will be identified in accordance with this Agreement.

NOW, THEREFORE, the parties, in consideration of the exchange of mutual promises contained herein, agree as follows.

1. LEASE OF EQUIPMENT

The Lessor may, from time to time, lease to Lessee, and Lessee may, from time to time, lease from the Lessor the equipment mutually determined acceptable for lease under certain Lease to

Ownership (“LTO”) Order(s) (the form of LTO Order is attached to this Agreement as Exhibit A) as shall be executed between Lessee and the Lessor under the provisions of this Agreement;

provided that, nothing herein shall obligate the Lessee to enter into any LTO Orders if it determines in its own discretion to not lease any Equipment from the Lessor. Each LTO Order, http://www.anl.gov/contract/ Court Atkinson Highlight

Court Atkinson Highlight executed from time to time, shall include individual equipment descriptions, hereinafter referred to collectively as “Equipment.” Lessee will evidence its acceptance of the Equipment by executing and delivering to the Lessor an acceptance certificate as provided under the Equipment purchase order terms (each an “Acceptance Certificate,” collectively, “Acceptance Certificates”). The

Equipment payment due date as specified in the purchase order for such Equipment shall be known as the Commencement Date.

2. TERM

This Agreement is effective on and as of the Effective Date and shall remain effective for such time as required to complete Lessee’s obligations to make payments and Lessor’s obligations to effectuate the transfer of title of the applicable Equipment to the Lessee or Government under this Agreement and the Equipment purchase order, subject to the terms hereof. The term of any payment schedule under this Agreement shall be agreed by the parties hereto in the LTO Order and shall be set forth therein (such payment schedule, hereinafter the “LTO Order Payment

Schedule”); provided however, all LTO Order Payment Schedules shall be limited in duration to a minimum of 12 months and a maximum of 84 months. The term of each LTO Order added under this Agreement shall begin (unless otherwise modified in the LTO Order) on the date set forth therein; provided that such date shall not occur until payment for the Equipment is due as specified in the Equipment purchase order. The term shall continue for the number of months specified in the LTO Order.

3. PAYMENTS

a. Payment to Lessor

i. In consideration of the promises and the agreements on the part of the Lessor herein, Lessee hereby agrees to pay to the Lessor lease payments for the Equipment commencing on the Commencement Date and thereafter to continue to make lease payments for the Equipment in installments and at the times determined in, and pursuant to, the applicable LTO Order Payment Schedule.

ii. A LTO Order Payment Schedule shall be established and agreed by the parties hereto for each LTO Order based on the Net Purchase Price of the corresponding Equipment. For purposes of this Agreement, the “Net Purchase Price” shall be the purchase price owed to Lessor so as to purchase the Equipment net of any down payments, deposits, installment payments, or other payments made by the Lessee or any other entity (other than the Lessor) on its behalf prior to acceptance of the Equipment. The LTO Order Payment Schedule shall also set forth the interest rate (and the corresponding amount of interest at such rate) and the fees charged by the Lessor to the Lessee for the lease to the Lessee, and the interest rate shall not exceed the formula established as of the date of the issuance of the LTO Order unless otherwise specifically approved in advance in writing by the parties hereto.

Notwithstanding the foregoing, Lessee shall not pay interest accruing in advance of the Commencement Date. Each LTO Order Payment Schedule shall be established based on a simple amortization schedule, during the period of the specified term, calculated to repay the Net Purchase Price for the

Equipment and providing for the payment by the Lessee to the Lessor of the applicable and agreed fees and interest. The first lease payment due date for the Equipment accepted shall be the due date specified in the applicable LTO Order unless otherwise agreed in writing by the parties. From time to time, the LTO Order Payment Schedule may be amended in writing by the parties hereto, to reflect any adjustments to the payment schedule (including, any change in the Lease Rate as defined in the applicable LTO Order Payment Schedule), if any and/or to account for any prepayments.

iii. The LTO Order Payment Schedule(s) for each LTO Order shall show the required payment amounts and the dates by which such payments are required to be timely received by Lessor; it shall also set forth the amount of the payment that the Lessee would have to make as of such date if the Lessee elected to exercise the Purchase Option set forth in Section 4 below.

b. Direction of Payments

The Lessor shall invoice Lessee at least 30 days prior to the due date of each lease payment in accordance with the LTO Order Payment Schedule. The Lessor shall reference the LTO Order number and period end date on all invoices. Lessee will make all payments at the address of the Lessor, set forth below, or at such other address as the Lessor may, from time to time, designate in writing.

[LESSOR NAME]

[LESSOR ADDRESS]

[“WIRE TRANSFER INFORMATION”]

c. Late Payments If any lease payment is not paid within 10 days of the due date, on the 11th day, additional interest may accrue, at the election of the Lessor, on the late payment, until paid, at the lease rate specified for the corresponding LTO Order Payment Schedule.

d. Early Payments

In the event Lessee elects to make prepayments, other than purchase option payments described in Section 4 (Purchase Option) below, in addition to scheduled lease payments, such prepayments shall either reduce the amounts of subsequent lease payments, or reduce the term of the selected LTO Order, or any combination of these actions, as mutually agreed between the Lessor and Lessee.

Notwithstanding the foregoing, all prepayments shall be governed by the terms of the LTO Order. In the event that the Lessee makes a prepayment hereunder, the parties hereto shall amend the LTO Order Payment Schedule so as to account for such prepayment.

4. PURCHASE OPTION

Subject to the LTO Order, Lessee is hereby given the option (and provided no Lessee Default is then continuing) to purchase the Equipment under any LTO Order at any time after acceptance of the Equipment by paying the LTO Order Option Payment related to the last completed lease payment of the corresponding LTO Order Payment Schedule, plus a per diem charge for payments received after the due date reflected on that LTO Order Payment Schedule, plus any outstanding late charges. The per diem rate will be based on the lease rate stated in the corresponding LTO Order Payment Schedule and calculated on a 360 day per year basis.

Lessee shall exercise such option to purchase the Equipment by notifying the Lessor of Lessee’s intention to do so, in writing, not less than 30 days before the proposed option purchase date.

Such notice may be delivered or mailed to the Lessor's office.

[LESSOR NAME]

[LESSOR ADDRESS]

Attn:

The Lessor shall keep Lessee advised of any change of the Lessor's address for the purpose of such notice.

5. DEFAULT

a. If any one of the following events shall occur (each a “Lessee Default”):

i. Failure to pay the lease payments or any additions thereto within ten days of the due date thereof except for cancellation in accordance with Section 8 (Limited Availability of Funds);

ii. Failure to observe or perform any other material term, condition or covenant of the LTO Agreement and such failure continues for a period of 30 days after receipt of written notice from Lessor;

iii. If Lessee ceases the conduct of active business;

iv. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (A) liquidation, reorganization or other relief in respect of Lessee or any of its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Lessee or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

v. Lessee shall

1. voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,

2. consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 4 above,

3. apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for itself or for a substantial part of its assets,

4. file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or

5. take any action for the purpose of effecting any of the foregoing

vi. Subject to Section 8 hereof, if Lessee shall become unable, or admit in writing its inability, to pay its debts as they become due; or

vii. If any warranty or representation made by Lessee in this Agreement shall be, or shall be proven to have been knowingly, false in any material respect when made or furnished; then, the Lessor shall provide the Lessee with written notice of any such Lessee Default and (other than with respect to the Defaults set forth above in Sections 4 and 5, each of which shall constitute an immediate Event of Default hereunder) allow the Lessee a cure period of at least 30 days to remedy the Lessee Default before the Lessor’s exercise of any of the remedies set forth below that it may exercise during the continuance of an Event of Default.

At any time following (i) a Lessee Default under Section 4 or 5 of Section 5(A) above, or (ii) with respect to all Lessee Defaults other than those set forth in Sections 5(A)(4) and 5(A)(5) above, the end of the 30 day cure period set forth above, and the applicable Lessee Default not having been cured during such cure period, an “Event of Default” shall have occurred hereunder and the Lessor thereafter, may, at its option and after notice to, or demand upon, Lessee:

i) declare due and payable the aggregate amounts of any lease payments set forth in the applicable LTO Order Payment Schedule, including any late charges therein, and any other sums, which are then accrued and unpaid and any amounts specified herein as items of additional rent (if any), which shall be accrued and owing;

ii) request Lessee provide identifying information for each specific component of the Equipment to the Lessor; and/or

iii) terminate all or any of Lessee’s rights under the LTO Order and thereupon Lessee shall forthwith surrender and return the Equipment of any such terminated LTO Order to the Lessor and to enter upon any premises where the Equipment may be located only with the consent of Lessee’s Security Officer (in conformance with all security regulations and requirements of the DOE, which shall not be unreasonably withheld), and take immediate possession of the Equipment without court order or other process of law, in which event the Lessor shall not be liable for damages resulting from any such entry and repossession except for the gross negligence or willful misconduct of the Lessor; provided that the Parties recognize and agree that for national security reasons:

(1) Lessee will first remove / retain parts with non-volatile memory or storage that may potentially contain user data;

(2) the U.S. Government will have exclusive rights, title, and interest to parts removed / retained by Lessee; and

(3) Lessee, in its sole discretion, will determine which parts qualify as non-volatile memory or storage that may potentially contain user data.

All of the Lessor's above rights and remedies are cumulative and may be exercised concurrently or separately. These rights afforded the Lessor shall be in addition to any other rights or remedies available in law or at equity.

b. Lessor shall be in default under this Agreement if it violates any provision of this

Agreement or the LTO Order, and fails to cure said violation within 10 days of becoming aware of said violation (each such default a “Lessor Default, and collectively “Lessor Defaults”). In the event of a Lessor Default, all of the Lessor's rights hereunder and under the LTO Order, at the option of Lessee, shall terminate and the Lessor shall become liable for any re-procurement costs incurred by Lessee, including, but not limited to, any costs associated with securing a higher interest rate from a new financing source and reasonable legal fees, incurred in connection therewith.

6. TAXES

Lessor and Lessee acknowledge and agree that the Lessee is purchasing the Equipment from the Lessor under a lease-to-own arrangement purchased through the Purchase Order for the

Equipment. It is the understanding and intent of the Lessor and the Lessee that the purchase of the Equipment by the Lessee be exempt from any sales tax arising under the laws of the State of

Illinois or any city or county in the State of Illinois as a tax exempt entity. Furthermore, the parties hereto agree to each take all commercially reasonable steps requested by the other party hereto so as to have the transactions set forth herein qualify for and under the aforementioned sale for exemption from Illinois sales tax. Lessor and Lessee acknowledge that Lessee is exempt from

Illinois state sales tax (Lessee’s Illinois State Sales Tax Exemption Certificate # is E99362058

(“Lessee’s E-Number”)), and to the extent that the State of Illinois or any other tax authority finds that the transaction hereunder does not qualify for the sales tax exemption, the Lessor hereby agrees to take all commercially reasonable steps requested by Lessee so as to ensure that the purchase of the Equipment is exempt from Illinois sales tax.

Lessee shall, subject to the below listed conditions, reimburse the Lessor for all license fees, assessments, and sales, use, property and other taxes lawfully imposed during the term hereof upon any Equipment by any state, federal or local government, based upon the ownership, leasing, renting, sale, possession or use of the Equipment, together with any penalties or interest in connection therewith not due to the gross negligence or willful misconduct of the Lessor excepting state, federal, or local taxes or payments in lieu thereof imposed upon or measured by the income of the Lessor.

Any sums reimbursed to the Lessor under this Section shall be remitted by the Lessor to the appropriate taxing agency and shall fully discharge Lessee’s obligations as provided in this Section. The rights under this Section 6 (Taxes) shall survive the cancellation, expiration or termination of this Agreement and until such time as claims by the applicable taxing authority are barred by the applicable Statute of Limitations.

Conditions

a) Lessee shall have the right to conduct all administrative and judicial proceedings with respect to the charges to be reimbursed pursuant to Section 6 hereof or, at its option, Lessee shall have the right to direct such a defense and bear the costs thereof.

b) No reimbursement shall be made by Lessee if: the Lessor makes any agreement without Lessee’s consent with the applicable taxing authority in the course of settlement, compromise or negotiation that was known, or that reasonably should have been known, by the Lessor, to impair or foreclose the effective exercise by Lessee of its rights under subparagraph a, above;

or the Lessor fails to cooperate fully with Lessee at Lessee’s expense in any proceeding undertaken or directed in accordance with subparagraph A. above, including but not limited to, personnel availability for interviews, affidavits, testimony and/or consultation, and document availability for inspection and/or copying relating to this Agreement and the LTO

Order, including those accounting records describing the treatment of funds provided by Lessee pursuant to this Agreement.

c) The Lessor shall use best efforts to give prompt written notice to Lessee of any inquiry or notice regarding the charges to be reimbursed pursuant to this paragraph from the applicable taxing authority whether written or oral.

No reimbursement shall be made by Lessee for any sales, use, property and other tax payments if such payments are assessed against the Lessor for or as a result of Lessor’s failure to file timely tax returns. None of the preceding conditions shall be deemed waived by Lessee unless such a waiver expressly references this paragraph, is in writing, and is signed by Lessee.

7. TITLE

On the date that the Lessee accepts the Equipment (in accordance with Section 1 hereof), the Lessor hereby represents and warrants that (a) it is the sole owner of said Equipment, (b) that no other person, party, firm or corporation has any right (other the Lessee’s right to lease the Equipment from the Lessor, as owner of the Equipment, hereunder), title, interest in or to same, and (c) that there are no liens that are created by or through the Lessor and Lessor covenants that, during the term of an LTO Order, said Lessor will not sell or otherwise encumber said Equipment or any interest therein to or for the benefit of any third party, including subcontractors to Lessor, allowing for Lessor’s rights to assign in accordance with Section 10 (Assignment) hereof.

8. NONAVAILABILITY OF FUNDS

The Lessor understands that funding of LTO Orders placed under this Agreement is subject to the future availability of annually appropriated, apportioned, and allotted funds under the Prime

Contract or a successor prime management and operating contract and that this Agreement must be made and administered consistent with 31 United States Code (U.S.C.) 1341 and 41 U.S.C.

11. Accordingly, funding of lease costs for LTO Orders placed under this Agreement shall be provided on a federal fiscal year basis, subject to a determination by the Government or Lessee that sufficient appropriated and apportioned funds are available to be allotted for such costs.

Lessee agrees to give written notice to Lessor, not later than 30 days before the beginning of each successive federal fiscal year, indicating that funds for that fiscal year, which may be lawfully applied to an LTO Order, are available. Such funds shall be applied to continue an LTO Order subject to the availability of funds. In the event that no funds are appropriated and/or apportioned, or a determination is not made by the Government or the Lessee that sufficient funds are available to continue an LTO Order for the successive federal fiscal year and no written notice of availability of funds is made within the time prescribed, then the affected LTO Order shall end on the last day of the current fiscal year without penalty or expense of any kind to Lessee. Notwithstanding the above, if funding previously available under Argonne’s Prime Contract for an LTO Order is withdrawn during the current fiscal year as a result of budgetary action by the Office of

Management and Budget or by Congress, Lessee will notify the Lessor of this occurrence and may cancel the LTO Order upon (2) two weeks’ written notice to the Lessor. Such cancellation shall be without penalty, fees or expenses being incurred by Lessee hereunder. Upon cancellation of an LTO Order, and upon written direction from the Lessor, Lessee shall deliver the Equipment to Lessor within the Continental United States consistent with the terms and conditions described in this Agreement.

9. PAYMENT OBLIGATION

Subject only to Section 8 (Nonavailability of Funds) of this Agreement, Lessee is obligated to make all payments that shall or may become due under the LTO Order.

10. ASSIGNMENT

This Agreement or any right, remedy or obligation hereunder is assignable in whole or in part by Lessee, (i) to the Government, (ii) to any successor in interest of the Lessee that is the Government’s operating contractor for Argonne provided such successor-in-interest is of reasonably equivalent credit rating to the Lessee, and (iii) to any other party approved in writing by the Lessor. This Agreement, and any interest in it, is not assignable by the Lessor, in whole or in part, without prior written approval of Lessee, which shall not be unreasonably withheld. If such approval is granted by Lessee to assign to a third party, including affiliates of Lessor, such as an entity in the business of providing finance for equipment, assignee will be required to executed a master lease agreement in the form prescribed by Lessee.

11. POSSESSION OF EQUIPMENT

Lessee shall not relinquish its possession of the Equipment nor shall Lessee assign any unit of the Equipment, or any interest in therein, unless such assignment is in accordance with Section 10 (ASSIGNMENT) hereof.

The Lessor shall use best efforts to refer all inquiries regarding the use and location of the Equipment subject to this Agreement to Lessee.

12. PASSAGE OF TITLE TO THE LESSEE/GOVERNMENT

Upon completion of all payments due under the LTO Order Payment Schedule, and provided

Lessee has complied with all provisions of this Agreement (including Section 3) on its part to be kept and performed, all the right title and interest of said Lessor in and to said Equipment shall automatically vest in and become the property of the Lessee (or alternatively, at Lessee’s written election, the Government), and subject to the provisions of this Section 12 (Passage of Title to the Lessee, or as applicable, the Government), said Lessor covenants that, upon request of the

Lessor, it will thereupon execute and tender to Lessee (or as applicable, the Government), for further consideration of one dollar, at Lessee’s request, a bill of sale of all its right title and interest in and to said property as evidence of said transfer of title, anything in this Agreement to the contrary notwithstanding.

Should Lessee exercise its option to purchase pursuant to Section 4, title shall transfer to Lessee or a party to be designated in writing by Lessee at the time such option is exercised and a bill of sale shall be executed and delivered, at Lessee’s request, so as to evidence said transfer of title to the Equipment.

The Lessee and the Lessor hereby agree that any transfer of title by Lessor under this Agreement will be on the following basis: the Lessor will transfer to the Lessee (or, as applicable, the

Government or other third party designated by Lessee) all of the Lessor’s right, title and interest in and to the Equipment.

13. DAMAGE TO PERSONS AND PROPERTY

Following the issuance of the Acceptance Certificates, and except for loss or damage caused by or resulting from negligence by Lessor or its agents, invitees, or subcontractors, loss of or damage to the Equipment shall not relieve Lessee of the obligation to make lease payments or to perform any other obligation under this Agreement. Lessee is self-insured for fire and extended coverage, vandalism and malicious mischief. Lessee will notify the Lessor within 60 days of a material loss or destruction of the Equipment and, in connection therewith, of any determination to replace or repair, or to remit the LTO Order Option Payment, plus any prorated portion of the monthly lease payment due, to the Lessor.

Except as provided herein, this provision in no way relieves Lessee to make payments in accordance with Section 9 or the applicable LTO Order Payment Schedule. Lessee agrees that the Lessor shall not be liable to Lessee for any liability, claim, loss, damage, injury, or expense of any kind or nature caused, or alleged to be caused, directly or indirectly, solely by the negligence of Lessee, its agents, servants and invitees, the seizure of the Equipment by any governmental authority or person, any hostile or warlike action by any governmental authority or person, any insurrection, rebellion, revolution, civil war, usurped power or action taken by any authority against the same, any radiation or radioactive contamination.

14. EQUIPMENT TO REMAIN PERSONAL PROPERTY

Lessee will not permanently attach the Equipment to any personal or real property and asserts that it will keep the Equipment as personal property and not permit it to become a fixture. All Equipment leased hereunder is and will remain the property of Lessor until Lessor is fully paid per the terms of the LTO Order. Neither the Lessee nor the Government shall have any right, title or interest therein except as set forth in this Agreement.

15. INSTALLATION AND USE OF EQUIPMENT

All Equipment shall, except as provided in purchase orders and any associated warranty and service agreement provisions for the Equipment, be installed, operated and disconnected in accordance with any applicable installation and operation manuals or instructions for the

Equipment, by competent and duly qualified personnel applicable, of the field service and systems engineering representatives for the Equipment. Lessee agrees to have any installation site prepared in accordance with the Equipment’s installation instructions.

Lessee shall retain the Equipment at Argonne unless the Lessor consents, in writing, to its removal. In the event that Lessee relocates the Equipment from its Argonne location, Lessee agrees that all details of the move shall be arranged and supervised in accordance with the standards for movement of the Equipment, if any. Lessee agrees that Lessee will use said

Equipment for the ordinary and sole purpose for which it is designed. It is further stipulated and agreed that, during the term of this Agreement, Lessee shall be responsible for and shall pay or cause to be paid all charges for storage of said Equipment.

All repairs, alterations and replacements, which shall include all engineering changes, excluding any operating software, shall become the Lessor's property and shall be subject to this Agreement when incorporated into or attached to any unit of the Equipment. Lessee shall have the option, upon any return of the Equipment to the Lessor, either to remove any and all attachments and additions, subject to the condition that each unit is restored to its original condition, less normal wear and tear; or to allow such additions and attachments to become the property of the Lessor unless the Lessor shall request that the attachments and additions be removed; in which case the unit for which such request is made shall be restored to its original condition, less normal wear and tear, prior to redelivery to the Lessor.

Lessee shall use and operate the Equipment in good condition and working order, ordinary wear and tear excepted, in full compliance with all applicable laws, ordinances, rules and regulations or of any regulatory or other governmental bodies having jurisdiction and shall without limiting the foregoing, duly apply for, obtain and maintain in full force and effect all permits and licenses necessary for such use and operation, and shall further prepare and timely file, or deliver to the Lessor in time for such filing, if the same may only be filed by the owner of the Equipment involved, any and all applications, certifications and reports required to be filed.

16. WARRANTIES

Warranties for the Equipment shall be governed by its purchase order.

17. NOTICES

All notices shall be in writing and sent by prepaid, overnight, registered or certified mail addressed to the party to whom notice is intended to be given at such address as is specified herein or such other address as shall have been subsequently given in writing by such party for the purpose of notice, with copies via email. Any notice complying with the above provisions shall be deemed to have been received by such party on the fifth day after deposit in the mail, or if sent by certified mail, the date indicated on the certified mail receipt. All formal lease notifications made on Lessee’s behalf occur through an official Procurement representative (such as a Procurement Specialist or Procurement Supervisor), who have the ability to act on behalf of Lessee.

A. Lessor: At such address as is specified under Section 4, Purchase Option of this Agreement.

B. Lessee: UChicago Argonne, LLC.

Argonne National Laboratory Attention: Procurement Director, Financial Management and Procurement Services

9700 South Cass Avenue Lemont, IL 60439

cc. Email: procurement@anl.gov

cc. Email: legalcontracts@anl.gov

18. WAIVER BY LESSOR

The Lessor's failure at any time to require strict performance by Lessee of any of the provisions mailto:procurement@anl.gov mailto:legalcontracts@anl.gov hereof shall not waive or diminish the Lessor's right thereafter to demand strict compliance therewith or with any other provisions. In the event Lessee fails to comply with any provision of this Agreement, the Lessor shall have the right, but shall not be obligated, to effect such compliance in whole or in part. Lessee shall forthwith reimburse any allowable payments and expenses of the Lessor, along with any applicable late charges. No waiver by the Lessor of any of its rights hereunder shall be effective unless express and in writing. No effective waiver by the Lessor of any of its rights shall be effective to waive any other rights.

19. WAIVER BY LESSEE

Lessee’s failure at any time to require strict performance by the Lessor of any of the provisions hereof shall not waive or diminish Lessee’s right thereafter to demand strict compliance therewith or with any other provisions. In the event the Lessor fails to comply with any provision of this Agreement, Lessee shall have the right, but shall not be obligated, to effect such compliance in whole or in part. No waiver by Lessee of any of its rights hereunder shall be effective unless express and in writing. No effective waiver by Lessee of any of its rights shall be effective to waive any other rights. No obligation of Lessee except as otherwise specified herein, shall survive the

20. MODIFICATION

The Lessor and Lessee agree that any modifications or changes to this Agreement hereto must be in writing and must be signed by both parties.

21. QUIET ENJOYMENT

The Lessor covenants that Lessee shall have quiet enjoyment of the Equipment during the term of this Agreement so long as no Event of Default is continuing hereunder.

22. RELEASE OF INFORMATION

Information regarding this Agreement or the undertaking or any data developed hereunder shall not be released without Lessee’s prior written approval. Except as agreed in conjunction with the purchase order for the Equipment, the name of Lessee, Argonne or any of its departments, or the Government or DOE shall not be used in any publications, news releases, advertising, speeches, technical papers, photographs, or other releases of information without Lessee’s prior written approval.

23. EQUAL OPPORTUNITY

The Federal Acquisition Regulation clause, FAR 52-222-26, Equal Opportunity (Apr 1984), is incorporated by reference as part of this Agreement.

24. TERMS AND CONDITIONS

In the event of conflict or inconsistency between the terms and conditions herein and Lessee’s documents referenced in this Agreement, the order of precedence shall be as follows.

a) Purchase order for the Equipment

b) LTO Orders, including their appendices and attachments, executed pursuant to this

c) The terms and conditions herein.

d) Appendices and attachments referenced herein.

25. AGREEMENT BINDING

This Agreement shall, in every respect, be binding on the parties hereto, and their respective successors and assigns.

26. INTEGRATION AND GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of Illinois. In the event of a dispute, both parties consent to the jurisdiction of the federal or state courts sitting in DuPage County, Illinois.

27. ENTIRETY OF AGREEMENT

This Agreement and all attachments and Exhibits hereto shall constitute the entire agreement concerning the subject matter herein and shall supersede all other agreements, either oral or written, of the parties with respect to the matters referred to herein, and shall, in every respect, be binding on the parties hereto, and their respective successors and assigns. Any provision of this Agreement found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agreement.

EXHIBIT A

(Sample LTO Order)

LEASE TO OWNERSHIP ORDER XXXXXX

between

UChicago Argonne, LLC and

INTRODUCTION

This LEASE TO OWNERSHIP ORDER (LTO Order) is made and entered into by and between _______________________________, (Lessor), and UChicago Argonne, LLC (Lessee), operating under DOE. Prime Contract No. DE-AC02-06CH11357 (“Prime Contract”) with the U.S.

Department of Energy (“Government” or “DOE.”) (“Prime Contract”), which is accessible at http://www.anl.gov/contract/. This Agreement is in furtherance of the Prime Contract for the management and operation of the Argonne National Laboratory (hereinafter called "Argonne"), owned by the Government, and the performance of certain research and development work.

AGREEMENT

WHEREAS, Lessee has determined that it is essential to acquire the Equipment from Lessor described herein in Equipment List under purchase order XXX, which list is attached hereto, in order to perform work at Argonne; and

WHEREAS, the Lessor has agreed to “lease-to-own" the Equipment under this LTO Order to Lessee, which is placed pursuant to the terms and conditions of Master Lease to Ownership Agreement XXXXXX (“Master LTO Agreement”).

NOW, THEREFORE, the parties, in consideration of the exchange of mutual promises contained herein, agree as follows.

1) LEASE OF EQUIPMENT

The Lessor hereby leases to Lessee and Lessee hereby leases from the Lessor the equipment, hereinafter referred to collectively as “Equipment”, described in the Equipment list under purchase order XXXXXX, attached hereto. Lessee will evidence its acceptance of the Equipment as provided in the Equipment purchase order.

2) TERM

This LTO Order shall become effective upon the Lessor's signature acceptance of Lessee’s executed LTO Order. The term of this LTO Order shall begin on the date it is fully executed by the parties hereto and shall continue through the term of the Payment Schedule attached hereto.

http://www.anl.gov/contract/ Court Atkinson Highlight

Court Atkinson Highlight

3) PAYMENTS

In consideration of the promises and the agreements on the part of the Lessor herein, Lessee hereby agrees to pay to the Lessor lease payments for the Equipment on the dates and in the amounts set forth in the Payment Schedule; provided that, Lessee’s first payment shall not be required prior to the Commencement Date.

Lessee will make all payments at the address of the Lessor, as specified in the Master LTO Agreement, or at such other address as the Lessor may, from time to time, designate in writing.

The time of payments required by Lessee will be of the essence in this LTO Order.

4. [PURCHASE OPTION, if applicable]

[Pursuant to the purchase option provision of the Master LTO Agreement, Lessee is hereby given the option to purchase the Equipment under this LTO Order at any time after acceptance of the Equipment by paying the current Option Payment.]

5) [OTHER AMENDMENTS/INSERTIONS AS APPLICABLE]

6) MODIFICATION

The Lessor and Lessee agree that any modifications or changes to this LTO Order must be in writing and must be signed by both parties.

7) ATTACHMENTS

The following documents are hereby incorporated as part of this LTO Order and are attached hereto.

Equipment List from purchase order XXXXXX Payment Schedule

IN WITNESS WHEREOF, the parties hereto have executed this LTO Order as of the date(s) shown below.

Lessor:

Lessee:

BY: BY:

TITLE: TITLE:

DATE: DATE: