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1 AGREEMENT: For business purposes only,you agree to rent from us the goods,together withal replacements,pars,repairs,additions,and accessions incorporated thernn or attached thereto and any and all proceeds of to foregoing,mclud'ng,without Imaation,insurance
<br /> recoveries(the'Equpment')and/or agree that you have requested that we finance certain licensed software and services for you('Fxhmced Kernel,which are included in the word'Equprent'unless separately stated),all as described on page 1 of this Agreement,excluding
<br /> equipment marked as not financed under this Agreement,as d may be supplemented from time to him You agree to all of the terms and condrions contained in the Agreement and any supplement,which(with the acceptance certification)is the entre agreement regarding the
<br /> Equipment('Agreement)and which supersedes any purchase order or mvoce You authorize us to correct or inert missing Equipment identification information and to make oared ons to your proper tailor/name and address This Agreement bewmes valid upon execution by
<br /> us Unless otherwise stated man addendum hereto,to Agreement will renew for 12-month term(s)unless you(a)provide us written notice between 90 and 150 days(before the and of any term)that you want to realm the Equipment and(b)you barely return the Equipment in
<br /> accordance with paragraph 3 of this Agreement.If any provision of this Agreement is declared unenforceable in any pdsdsdion,the other provisions herein shall remain in full force and effect in that prediction and all offers
<br /> 2 RENT,TAXES AND FEES: You agree to pay#*amounts payable under the terns of tis Agreement(each,a Payment)when due,plus any applicable sales,use and properly taxes If more than one Minimum Payment is listed on the first page or on to attached
<br /> Schedule(s),you agree that you are obligated to pay the sum of the Minimum Payments The Minorum Payment will be adjusted proportionately upward or downward(1)by up to 10%to accommodate changes in the actual Equipment cost,(2)lithe shpping Berges or taxes
<br /> differ from the estimate given to you,and(3)to comply with the tax laws of the state in which the Equipment is located fixe pay any taxes,insurance a otter expenses tet you owe hereunder,you agree lo renburse us when we request and to pay us a processing fee for each
<br /> expense or charge we pay on your behalf We may charge you for any filing fees required by the Uniform Commercial Code(UCC)or other laws,which fees vary state-to-state We wfll have the right lo apply all sums,receival from you,to any amounts due and owed to us under
<br /> the tams of Ms Agreement.Uta any reason your deck is returned for nonpayment you will pay us a bad deck charge of$30 or.tless,the maximum charge allowed bylaw You cannot payoff the Agreement a return to Equipment Prior lo the arid of the term without our
<br /> consent If we consent,we may charge you,in addition to the other amounts owed,an early termination fee equal to 5%of the price of the Equipment We may make a profit on any fees,estimated tax payments and otter charges pad under the Agreement
<br /> 3 MAINTENANCE AND LOCATION OF EQUIPMENT;SECURITY INTEREST- We are the ower of the Equipment and have sole We kithe Equipment(excluding Financed Name) We do not own any software let's included with the Financed Isms and cannot barefer any
<br /> interest in such software to you We are not resporsible for the software or the obligations of you or the licensor under any town agreement At your expense,you agree to keep the Equipment.(1)in good repair,condition and working order,in compliance with applicable
<br /> manufacturers'ant regulatory standards,(2)tee and clear d all Jere and dams,and(3)only at your address shown on page 1,and you agree not to move d unless we agree As long as you have given us the written notice as required in paragraph 1 prior to the expiration or
<br /> termination of this Agreement's tam,you agree to return all but not less than all of the Equipment(excluding Financed Isms)and ab related manuals and use and maintenance records to a location we specify,at your expense,in retail re-saleable condh6on,full working order and
<br /> completerepair You are solely responsible for removing any data that may reside in the Equipment you return,including but not limited to hard dimes,disk drives or any otter form of mernixy You grant us a security nlerest in to Equipment to secure all amounts you owe us
<br /> under any agreement with us,and you authorize us fo fide a financing statement(UCC-1) You will not charge your state of organmation,headquarters or residence wdlhout providing prior written moms to us so Mal we may amend or Re a new UCC-1 Ya wtl ratify us wdhn 30
<br /> days if your state of organization revokes or tenrwates your existence
<br /> 4 COLLATERAL PROTECTION;INSURANCE;INDEMNITY;LOSS OR DAMAGE: You agree to keep the Equipment fully insured against risk of foss,with us as lender's loss payee,in an amount not less than the original cost until the Agreement is terminated You also agree
<br /> to obtain a general pubic liability insurance policy with such coverage and from such insurance caner as shall be satisfactory to us and to include us as an addntional insured on the policy Your Insurance polcy(s)will provide for 10 days advance written notice to us d any
<br /> modlfieabon a cancetsbon You agree to provide us certificates or other evidence of insurance acceptable to us U you fail to comply with this requirement within 30 days after the start of this Agreement we have the option,but nal the obligation,to secure property loss insurance
<br /> on the Equipment from a Amer of our coosag in such forms and amounts as we deem reasonable to protect our interests If we secure insurance on the Equipment we will not name you as an insured party,your interests may not be fully protected,and you will reimburse us the
<br /> premum which may be higher than the premum you would pay d you obtained insurance,and which may result in a profit to us through an nvestmeinl in reinsurance If you are current in all of your obligations under the Agreement at the Ire of loss,any insurance proceeds
<br /> received will be applied,at our option,to repair or replace the Equipment or to pay us the remaining payments due or to become due under this Agreement plus our booked residual,both discounted at 2%par annum Wears not responsible for,and you agree to hold us
<br /> harmless and reimburse us for and to defend on Our behalf against any dam for any loss,expense,lability or mfury caused by or in anyway related to delivery,installation,possession,ownership,use,condition,inspection,removal,return or storage of to Equipment You are
<br /> responsible fathe risk of loss or for any destruction of or damage to to Equipment No such foss or destruction ofadamage to the Equipment will relieve you from your payment obligations under this Agreement Youagree to promptly notify us in writing of any loss or damage
<br /> fits Equipment is destroyed and we have rat otherwise agreed in wning,at our election,you will edler repair a replace the damagedldestmyed Equipment with comparable equipment acceptable to us,or pay to us(a)all past due amounts and(b)all remaining Payments for the
<br /> unexpired tern,plus our booked residual(both discounted at 2%) Any proceeds of insurance will be paid to us and credited,at our option,against any loss or damage You authorize us to sign on your behalf and appoint us as your attorney-m-fad to endorse in your name any
<br /> insurance drafts or checks issued due to foss or damage to the Equipment AN ndemroties will survive the expiration or termination of this Agreement
<br /> 5 ASSIGNMENT. YOU HAVE NO RIGHT TO SELL,TRANSFER ASSIGNOR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT,without our prior written consent Without our pnor written consent you shall not reorganize a merge with any otter enhy or transferal
<br /> or a substantial part of your ownership interests or asses We may sell,assign,or transfer our rights under this Agreement.in whale win pad,without notice You agree that fixe sell,assign or transfer an interest in this Agreement and/or to Equhpncenl hereunder,our assignee
<br /> will have the same nghs and bemefis tat we have now and will not have to perform any of our obligations You agree that our assignee will riot be subject to any clams,defenses,or offsets fiat you may have against us You shag cooperate withus n exeatng any
<br /> documentation reasonably required by us or our assignee to effectuate any such assignment The Agreement shall be binding m and inure to the benefit of the parties hereto and their respective successors and assgre
<br /> 6 DEFAULT AND REMEDIES:You will be in default I(a)you do not pay to Payment or other sum due to us or any other person when due or lf you fag to perform in accordance with the covenants.terns and conditions of the Agreement or any otter agreement with us or any
<br /> of our affiliates or any maternal agreement with any other lender,(b)you make or have made my false statement a misrepresentation to us,(c)you or any guarantor idles,dissolves or terrmates existence,(d)ftm has been a material adverse flange in your or any guarantor's
<br /> financial,business or operatng condition,or(a)any guarantor defaults under any guaranty for the Agreement If my part of a Payment is more than 5 days late,you agree to pay a late charge equal to 1)the greater of 5%of the Payment which is tate or$2000 or 2)if less,the
<br /> maximum charge allowed bylaw ff you are ever in default at our option,we may require that you pay 1)all past due amounts,and 2)all remaining Payments for the unexpred term,plus our booked residual(both discounted at 2%) We may recover interest on any unpaid
<br /> amount from the due date,at the rate of 18%per year Concurrently and cumulatively,we may also use my or all of the remedies available to us under Articles 2A and 9 of the UCC and anyoler law,ncudng requiring that you(1)at your expense,return the Equipment to us to
<br /> a location we specify,and(2)rnmedately slap using any Financed gems In addition,we will have the right rnriedalely and witout notice or otter action,to set-off against any of your liabilities to us any money,including depository account balances,owed by us to you,whetter
<br /> a not due In the event of any dispute or enforcement of rights under the Agreement or any related agreement,you agree to pay our reasonable atorneys'fees(including any kcumed before or at btu,on appeal a in any other proceeding),actual court cols and any other
<br /> collection mss,including any collection agency fee U we have to take possession of to Equipment,you agree to pay the doss of repossession,moving,storage,repair and sale The net proceeds of the sale of any Equipment 9 my,will be credited against the amounts you owe
<br /> us under the Agreement YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL,INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT,ACT OR OMISSION BY ANYONE Any delay or failure to enforce our nghs under this
<br /> Agreement will not prevent us from enforcing any rights at a later We You agree that this Agreement,in the hands of our assignee,is,or shall be treated as,a'Finance Lease as defined by Article 2A of the UCC and your rights and remedies are governed exclusively by the
<br /> Agreement You waive all rights under sections 2A-507 through 522 of the UCC If interest is charged or collected in excess of the maximum lawful rate,we will not be subject ki any penalties
<br /> 7 INSPECTIONS AND REPORTS We will have the right at any reasonable bene,to rasped the Equipment and any documents relating to Its use,maintenance and raper You agree to provide updated annual and/or quarterly financial statements to us upon request.
<br /> 8 FAXED OR SCANNED DOCUMENTS,WSC.. If requested,you agree to submit the signal duly-sgned documents to us along with fire facsimile or scanned transmission of the documents The original of this Agreement shag be that copy which bears your facehmle or
<br /> original signature,and which bears our original signature You waive the right to challenge in court the authenticity or binding effect of any taxed or scanned copy or signature town You agree to execute any furter documents that we may request to carryout the intens and
<br /> purposes of On Agreement AN notices shall be mated or delivered by scsimie transmission or overnight tourer to the respective parties at the addresses shown on this Agreement or such other address as a parry may provide in wrbV from time to time
<br /> 9 WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED EACH REM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US YOU ARE
<br /> UNCONDITIONALLY OBLIGATED TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER LICENSOR OR MANUFACTURER,AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE
<br /> SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT.YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT FOR ANY REASON WE MAKE NO WARRANTIES,EXPRESS OR
<br /> IMPLIED,OF,AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR MERCHANTABILITY,FITNESS FOR ANY PARTICULAR PURPOSE,CONDITION,QUALITY,ADEQUACY,TITLE,DATAACCURACY,SYSTEM INTEGRATION,FUNCTION,DEFECTS,DR ANY OTHER
<br /> ISSUE IN REGARD TO THE EQUIPMENT,ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS.
<br /> 10 LAW,JURY WAIVER: Agreements promises and commitments made by us concerning loam and other credit extensions mud be In writing axwess consideration and be signed by us to be enforceable This Agreement may be modified only by written
<br /> agreement and rat by course of perbamance This Agreement will be governed by and construed in accordance with the law of re state of our principal place of business or,ifwe assign the Agreement our assignee You consent to jurisdiction and venue of any sets or federal
<br /> court in the state in which we,or,Uwe assign fixe Agreement,our assignee,has re principal place ei business and waive to delense of irconvement forum For any action aremg out of or rasing to this Agreement orto Equipment YOU AND WE WAIVE ALL RIGHTS TO A
<br /> TRIAL BY JURY.
<br /> 11 MAINTENANCE AND SUPPLIES The Barges established by this Agreement include payment for the use of the designated Equipment and accessories,and,if indicated by the selection of a Supplies Coverage Level on the first page of this Agreement,manterance(during
<br /> normal business hours),inspection,adjustment,parts replacement,drums and leaning malenal required for the proper operation Paper,sfapfes and MICR carndges must be separately purchased by you Imager network support on connected Equhpnnant s cot ncluded and will
<br /> be bdiable at fie prevadng houdy rate,at your expense Supplies for units may or may not be included in this Agreement If necessary,the service and supply portion of Bus Agreement may be assigned tin luded,the amount payable underMs Agreement for supp'es is based
<br /> on the industry standard and the manufacturer estimated yield for black crier and developer based on an average per page coverage of 6%and for color loner and developer based on an average per page coverage of 20% In the event that your black toner and developer
<br /> exceeds the 6%per page coverage standard and/or your color taxa and developer exceeds the 20%par page coverage,we in our sole dsaation reserve the right to increase to amount payable under this Agreement for supplies in order to adjust for any increased toner and
<br /> developer usage in excess of fie industry standard We may charge you a monthly supply freight fee to help offset our toss of delivering supplies to you
<br /> 12 EXCESS CHARGES AND COST ADJUSTMENTS You agree to cornply with our biing procedures including,but not indled to,providing us with penodc meter readings on the Equipment.Uwe are unable to gathers meter reading tom you using your pressed meted of
<br /> collection after 3 atterrips,you will be assessed a$3 fee per month per device to collect your reads If you make more tan the applicable allowed prints in any period,you agree to pay us an add'Nonal amount equal to the number ofexcess prints made dung such period,
<br /> multipled by the applicable Excess Print Charge At the and of the that 12 months alter ownmencement of this Agreement,and once each successive 12-ninth period thereafter,we nay Increase the Minimum Payment and to Excess Print Charge(s)by a maximum of 15%ofto
<br /> existing Minimum Payment or Excess Pent Charge(s)
<br /> 13 UPGRADE AND DOWNGRADE PROVISION AFTER COMMENCEMENT OF THE AGREEMENT AND UPON YOUR WRITTEN REQUEST,AT OUR SOLE DISCRETION,WE MAY REVIEW YOUR PRINT VOLUME AND PROPOSE OPTIONS FOR UPGRADING OR
<br /> DOWNGRADING THE EQUIPMENT TO ACCOMMODATE YOUR BUSINESS NEEDS
<br /> 14 TRANSITION BILLING,In order to facilitate an orderly transition,including retaliation and training,and to provide a uniform billing cycle,the start date of the Agreement(the*Effective Date/wil be a date after the cerdficetion of acceptance ofthe Equipment as shown on the
<br /> fist Invoice The paymentfor this transition period will be based on Minimum Payment prorated on a 30-day calendar month,and will be included on your fist novice
<br /> 15 SUPPLIES LEVEL COVERAGE INFORMATION:All Inclusive is defied as including all colors(cyan,magenta,yellow and black)of hers,developers,drums and drums kits UW Inclusive is defined as only ndudng black loners,black deveklpem black drums ant black
<br /> drums kits Cyan,magenta and yellow toners,developers,drums and drums kis are not Included No Supplies Included is defined as not iickidng my toners,developers,drums or drums kits
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