Xerox Financial Services LLC —_
201 Merritt 7 Lease Agreement xerox @,
Norwalk, CT 06851
8. Equipment Return. If the Equipment is relumed to XFS, it shall be in the same condition as when delivered to you, excep for “ordinary wear and tear and, if nol in such condition, you will be liable for
all expenses XFS incurs to return tha Equipment to such condition. IT 1S SOLELY YOUR RESPONSIBILITY TO SECURE ANY SENSITIVE DATA AND PERMANENTLY DELETE SUCH DATA FROM
THE INTERNAL MEDIA STORAGE PRIOR TO RETURNING THE EQUIPMENT TO XFS. YOU SHALL HOLD XFS HARMLESS FROM YOUR FAILURE TO SECURE AND PERMANENTLY DELETE
ALL SUCH CUSTOMER DATA AS OUTLINED IN THIS SECTION.
9. Assignment. YOU MAY NOT ASSIGN, SELL, PLEOGE, TRANSFER. SUBLEASE OR PART WITH POSSESSION GF THE EQUIPMENT. THIS AGREEMENT OR ANY OF YOUR RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT (COLLECTIVELY “ASSIGNMENT™)} WITHOUT XFS'S PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASGNABLY WITHHELD. BUT SUBJECT
TO THE SOLE EXERCISE OF XFS'S REASONABLE CREDIT DISCRETION AND EXECUTION OF ANY NECESSARY ASSIGNMENT DOCUMENTATION. If XFS agrees lo an Assignment, you agree
to pay Ihe applicable assignment fee and reimburse XFS for any costs we incur in connection with that Assignment, which in the aggregate shall nol exceed $250. XFS may sell, assign or transfer all or
any part of the Equipment, this Agreement and/or any of our rights (but none of our obligations excepl for invoicing and tax administration) hereunder. XFS's assignee will have Ihe same rights [hal we
have to the extent assigned. YOU AGREE NOT TO ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES, COUNTERCLAIMS, RECOUPMENTS, OR SET-OFFS THAT YOU MAY HAVE
AGAINST XFS5, and you agree to remit Payments to such Assignee if so designated. XFS agrees and acknowledges thal any Assignment by us will nol ially change your obligations hereunder
10. Taxes. You will be responsible for, indemnity and hold XFS | lass from, all applicable taxes, fees or charges ‘including sales, use, personal property and transfer taxes {other than net income
taxes), plus interest and penalties) assessed by any govemmental antity on you, the Equipment, Ihis Agreement, or the amounts payable hereunder (collectively, "Taxes"}, which will be included in XFS's
invoices to you unless you limely provide continuing proof of your lax exempt status. Regardless of your tax-exempt slatus, XFS reserves (he righl to pass through, and you agree to pay. any such Taxes
thal are actually assessed by the applicable State on XFS as lessor of the Equipment. For jurisdictions where certain laxes are calculated and paid at the time of agreement initiation, you authorize XFS
to finance and adjust your Payment to include such Taxes over the Term. Unless and until XFS notifies you in writing to the contrary, the following shall apply lo personal property taxes and relurns ‘fan
FMV purchase option is applicable, XFS will file all personal property tax retums covering the Equipment pay the personal properly taxes levied or assessed (hereon, and collect from your account al
personal property taxes on the Equipment If 8 $1 purchase option is applicable, you will file atl personal property tax retums covering the Equipment, pay the personal property taxes levied or assessed
thereon, and provide us proof thereof upon cur request. XFS MAKES NO WARRANTY, EXPRESS OR IMPLIED. REGARDING THE TAX OR ACCOUNTING TREATMENT GF THIS AGREEMENT
11, Equi t Warranty Inf yn and Disclaimers. XFS HAS NO INVOLVEMENT IN THE DESIGN, MANUFACTURE, SALE, DELIVERY, INSTALLATION, USE OR MAINTENANCE OF THE
EQUIPMENT. THEREFORE, XFS DISCLAIMS, AND YOU WAIVE SOLELY AGAINST XFS, ALL EQUIPMENT WARRANTIES, EXPRESS OR IMPLIED, (NCLUDING, BUT NOT LIMITEO TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE, AND XFS MAKES NO REPRESENTATIONS WHATSOEVER, INCLUDING,
BUT NOT LIMITEO TO, THE EQUIPMENT'S SUITABILITY, FUNCTIONALITY, DURABILITY OR CONDITION, Since you have selected Ihe Equipment and Supplier, you acknowledge thal you are
aware of the name of Ihe manufacturer of each item of Equipment, Suppler’s contact information. and agree that you will contact manufacturer and/or Supplier for a description of any warranty rights you
may have under the Equipment supply contract, sales order, of otherwise Provided you are not in defaull hereunder XFS hereby assigns to you any Equipment warranly rights we may have against
Supplier or manufacturer. If the Equipment is returned to XFS or you are in defaull, such rights are deemed reassigned by you to XFS_ IF THE EQUIPMENT [S NOT PROPERLY INSTALLED, DOES NOT
OPERATE AS WARRANTED, BECOMES OBSOLETE, OR IS UNSATISFACTORY FOR ANY REASON WHATSOEVER, YOU SHALL MAKE ALL RELATED CLAIMS SOLELY AGAINST
MANUFACTURER OR SUPPLIER AND NOT AGAINST XFS, AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL PAYMENTS AND OTHER SUMS PAYABLE UNDER THIS AGREEMENT.
12. Liability and Indemnification. XFS IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, EXPENSES OR INJURIES OF ANY KIND OR TYPE, ‘NCLUOING, BUT NOT LM) TED TO ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (COLLECTIVELY, “CLA MS") TO YOU OR ANY THIRD PARTY CAUSED BY THE EQU PMENT OR ITS USE. You
assume Ihe risk of liability for, and hereby agree to indemnity and hold safe and harmless, and covenanl to defend. XFS its employees, officers and agents from and against (a) any and all Claims
(tluding legal expenses of every kind and nature} arising cul of Ihe acceptance or tajection, ownership, leasing, possession, operalion, use, return or other disposition of the Equipment; and (b} any and
all loss or damage of or to the Equipment. Neither sentence in this Section shall apply to Claims arising directly and proximately from XFS's gross negligence or w.llful misconduct.
13, Default and Remedies. You will be in default hereunder if XFS dees not recelve any Payment within 10 days after us due date or you breach any other material obligation hereunder or any other
agreement wilh XFS. If you default, and such default continues for 10 days after XFS provides notice to you XFS may in addition to other remedies ‘induding disabling of rep ing the Equipment
and/or requesting Supplier to cease performing under Ihe Maintenance Agreement), immediately require you te do ane or more of the following. {a} as liquidated damages for loss of bargain and not as a
penally pay the sum of (i) all amounts then past due. plus inleresl from the due date until paid at the rate of 1.5% per month, (i) the Payments remaining in the Term (including the fixed maintenance
component thereof, if permitied under the Maintenance Agreement}, discounted al ine Discount Rate to the date of default, (iu the Equipment’s booked rasidual, and (iv) Taxes; and (b} require you lo
ratum Ihe Equipment as provided in Sections 5 and 6 hereof, You agree to pay all reasonable costs, including attorneys fees and disbursements, incurred by XFS to enforce Ihis Agreament.
14. Risk of Loss and Insurance. You assume and agree lo bear the enlire risk of loss, theft, destruction or other mpaisment of the Equipment upon delivery, You, at your own expense. |i) shall keep
Equipment insured against loss or damage at a minimum of full replacement value thereof, and (ji) shall cany liabilily insurance against bodily injury cluding death, and against property damage in the
amount of at least $2 million (collectively, “Required Insurance"} All such Equipment loss/damage insurance shall be with lender's oss payable to "XFS, ils successors and/or assigns, as (heir interests
may appear,” and shall be with companies reasonably acceptable to XFS XFS shall be named as an additional insured on all liability insurance policies The Required Insurance shall provide for 30 days’
prior notice to XFS of cancellation.
YOU MUST PROVIDE XFS OR CUR DESIGNEES WITH SATISFACTORY WRITTEN EVIDENCE OF REQUIRED INSURANCE WITHIN 30 DAYS OF THE ACCEPTANCE DATE AND ANY
SUBSEQUENT WRITTEN REQUEST BY XFS OR OUR DESIGNEES. IF YOU DO NOT DO SO, THEN IN LIEU OF OTHER REMEDIES FOR DEFAULT, XFS IN OUR DISCRETION AND AT OUR
SOLE OPTION MAY (BUT IS NOT REQUIRED TO) OBTAIN INSURANCE FROM AN INSURER OF XFS'S CHOOSING, WHICH MAY BE AN XFS AFFILIATE, IN SUCH FORMS ANDO AMOUNTS AS
XFS DEEMS REASONABLE TO PROTECT XFS'S INTERESTS (COLLECTIVELY “EQUIPMENT INSURANCE"). EQUIPMENT INSURANCE WILL COVER THE EQUIPMENT AND XFS; IT WILLNOT
NAME YOU AS AN INSURED AND MAY NOT COVER ALL OF YOUR INTEREST IN THE EQUIPMENT AND WILL BE SUBJECT TO CANCELLATION AT ANY TIME. YOU AGREE TO PAY XFS
PERIODIC CHARGES FOR EQUIPMENT INSURANCE (COLLECTIVELY “INSURANCE CHARGES") THAT INCLUDE: AN INSURANCE PREMIUM THAT MAY BE HIGHER THAN IF YOU
MAINTAINED THE REQUIRED INSURANCE SEPARATELY; A FINANCE CHARGE OF UP TO 1.6% PER MONTH ON ANY ADVANCES MADE BY XFS OR OUR AGENTS; AND COMMISSIONS,
BILLING AND PROCESSING FEES; ANY OR ALL OF WHICH MAY GENERATE A PROFIT TO XFS OR OUR AGENTS. XFS MAY ADO INSURANCE CHARGES TO EACH PAYMENT. XF5 shall
discontinue biting or dabiting Insurance Charges for Equipment Insurance upon recelpt and review of satisfactory evidence of Required Insurance.
You must promplly notify XFS of any loss or damage to Equipment which makes any item of Equipment unfit for continued or repairable use. You hereby irrevocably appoint XFS as your sttorney-in-lact
to execute and endorse all checks or drafts in your name to collect under any such Required Insurance. Insurance proceeds from Required Insurance or Equipment Insurance received shall be applied,
at XFS's option, to (x) restore the Equipment so that a is in the same condition as when delivered to you (normal wear and (ear excepted), or {y) if the Equipmerd is not restorable, lo replace it with like-
kind condilion Equipment from the same manufacturer or (2) pay to XFS the greater of (i! Ihe lotal unpaid Payments lor the enlire Tarm hereof (discounted to present value at the Discount Rate) plus, if
an FMV purchase option is designated on the first page hereof, XFS's residual interest in such Equipment (herein agreed to be 206 of Ihe Equipment's original costo XFS) plus any other amounts due
lo XFS hereunder or (ii) the Determined FMV immediately prior lo Ihe loss or damage NO LOSS OR DAMAGE TO EQUIPMENT, OR XFS'S RECEIPT AND APPLICATION OF INSURANCE PROCEEDS,
SHALL RELIEVE YOU OF ANY OF YOUR REMAINING OBLIGATIONS UNDER THIS AGREEMENT. Notwithstanding procurement of Equipment Insurance or Required Insurance, you remain primarily
liable for performance under this Section in the event the applicable insurance camer fails or refuses to pay any claim. YOU AGREE (I) AT XFS'S SOLE ELECTION TO ARBITRATE ANY DISPUTE
WITH XFS, OUR AGENTS OR ASSIGNS REGARDING THE EQUIPMENT INSURANCE UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN FAIRFIELD COUNTY, CT, (II}
THAT IF XFS MAKES THE FOREGOING ELECTION ARBITRATION (NOT A COURT) SHALL BE THE EXCLUSIVE REMEDY FOR SUCH DISPUTES; AND (III) THAT CLASS ARBITRATION IS NOT
PERMITTED. This arbitration option does nol apply to any other provision of this Agreement.
15, Finance Lease and Customer Waivers. The partles agree this Ag t shall be cc Jed as 6 “fh lease” under UCC Article 2A. Customer walves Its rights as a lessee under UCC
2A sections 608-522.
18. Authorization of Signer and Credit Review. ‘You represent that you may lawfully enter into. and perform, this Agr thal Ihe individual signing Ihis Agreement on your behalf has all necessary
authority to de so. and that all Gnancial information you provide accurately represents your financial condition You agree to furnish financial information thal XFS may request now. including your Federal
Tax ID, and you authorize XFS to obtain credit reperts on you in the future should you defaull or fail to make prompt payments hereunder
17. Original and Sole Controlling Document. No Modifications Unless in Writing. This Agreement constitutes the enure agreement between the Parlies as lo the subjecis addressed herein, and
pi itations or it$ Nol included herein are not part of this Agreement and are not binding on the Parties. You agree thal an execuled copy of this Agreement thal is signed by your authorized
representative and by XFS's authorized representalive (an original manual signature or such signalure reproduced by means of a reliable electronic form, such as electronic transmission of a facsimile or
electronic signature} shall be masked “original” by XFS and shall constitute (ha only original document for all purposes. To the exlent this Agreement constitutes UCC chattel paper, no security interest in
Is Agreement may be created except by the possession or transfer of Ine copy marked “original” by XFS. IF A PURCHASE ORDER OR OTHER DOCUMENT IS ISSUED BY YOU. NONE OF ITS TERMS
AND CONDITIONS SHALL BE BINDING ON XFS. AS THE TERMS AND CONDITIONS OF THIS AGREEMENT EXCLUSIVELY GOVERN THE TRANSACTION DOCUMENTED HEREIN, SUPPLIER
ANDO ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY OR NEGOTIATE THE TERMS OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE
AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF THE PARTIES AND NO PROVISIONS CAN BE WAIVED EXCEPT IN
A WRITING SIGNED BY XFS, You authorize XFS to inser or correct missing information on this Agreement. including but not limited to your proper legal name. agreement/numbers, serial numbers and
other Equipment information, so long as there is no material impact t your financial obligations
18.6 Ing Law, Jurisdiction, Venue and JURY TRIAL WAIVER. THIS AGREEMENT S GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH. THE LAWS OF THE STATE
OF CONNECTICUT THE JURISDICTION AND VENUE OF ANY ACTION TO ENFORCE TH:S AGREEMENT, OR OTHERWISE RELATING TO THIS AGREEMENT, SHALL BE IN A FEDERAL OR
STATE COURT IN FAIRFIELD COUNTY, CONNECTICUT OR EXCLUSIVELY AT XFS S OPTION, IN ANY OTHER FEDERAL OR STATE COURT WHERE THE EQUIPMENT IS LOCATED OR WHERE
XFS'S OR YOUR PRINCIPAL PLACES OF BUSINESS ARE LOCATED. AND YOU HEREBY WAIVE ANY RIGHT TO TRANSFER VENUE THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION RELATED TO OR ARISING OUT OF THIS AGREEMENT.
19. Miscellaneous. Your obligations under the "Taxes" and “Liabiluy” Sections commence upon execution, and survive the expiration of eailier termination, of this Agreement Notices hareunder must be
in writing. Notices to you will be sent to the “Billing Address" provided on Ihe first page herecf, and notices to XFS shall be sent lo our address provided on the first page hereof. Notices will be deemed
given 5 days afler mailing by first class mail or 2 days after sending by nationally recognized overnight courier. invoices are not considered nolices and are nol governed by the nolice lerms hereof. You
authorize XFS to communicate with you by any electronic means {including cellular phone. email, automate dialing and recorded messages) using any phone number {including cellular; or etectronic
address you provide to us IIa coun finds any term of this Agreement unenforceable, the remaining terms will remain ‘n effect. The failure by eithar Party to exercise any righl or remedy wiF not constilule
a waiver of such right of remedy If more than one paity has signed this Agreement as Customer. each such party agrees that its liability is joant and several The following four sentences control aver every
other part ol this Agreement: Both Parties will comply with applicable laws, XF5 will nol charge of collect any amounts in excess of thase allowed by applicable law. Any part of this Agreement that would,
but for the last four sentences of Ihis Section, be read under any circumstances to alkew for a charge higher than that allowed under any applicable legal limil, is modified by this Section Lo limit the amounts
chargeable hereundar to the maximum amount allowed under the legal limil. If, in any Grcumstances, any amount in excess of that allowed by law is charged or received, any such charge will be deemed
limited by Ihe amount legally allewed and any amount receivad by XFS :n excess of thal legally alowed will be applied by us to the payment of amounts legally owed hereunder or refunded to you.
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