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<br /> 8, Xerox reserves and Customer hereby grants to Xerox a se- Agreement.When these payments have been fully tend,this
<br /> clarity interest in Equipment and any and all addittons, re- Lease Agreement will terminate and title will transfer to Cus-
<br /> placerneres, substitutions, and repairs thereto, as well as tomer, An early termination schedule setting forth the mini-
<br /> any products and proceeds of the for,eoing for the purpose mum monthly lease charges less any charges unearned will,
<br /> of securing payments due hereunder and all other promises upon Customer's request, be mailed to Customer. if Cis
<br /> and obligations of Customer to Xerox arising under this tomer purchases Equipment leased hereunder, Xerox main-
<br /> () Agreement. Customer a glrz e'.s to sign and execute at any
<br /> time alone or with Xerox any financing statements or other tenance shall •: offered to Customer subject to Xerox'
<br /> maintenance prices, policies and terms and conditions then
<br /> documents which Xerox deems reasonably necessary to in effect
<br /> protect and continue Xerox° security interest under this 12.BREACH OR DEFAULT
<br /> Agreement. Xerox is also granted an irrevocable power of A. If Customer does not pay charges due hereunder or other
<br /> attorney to execute such financing statements or other docu- amounts required herein to be paid, breaches any of the
<br /> merits on Customer's behaff. Customer shall prevent and terms or conditions of this Agreement, ceases doing bush
<br /> hold Xerox harmless against assertions of interest or claims ness as a going concern,has a petition fis d against it under
<br /> by third parties, any of the provisions or chapters of the ::nkruptcy Act or
<br /> C. When all of Customer's promises and obligations under this Amendments thereto, makes an assignment for benefit of
<br /> Agreement and the Purchase Option Price have been fully creditors,calls a general meeting of creditors,or attempts an
<br /> paid and satisfied,Xerox'security interest shall terminate. informal arrangement or composition with creditors, if a re-
<br /> re Xerox may mark The Equipment to conspicuously show it has celver or any officer of a court is appointed to have control of
<br /> a security interest therein and Customer shall place no any of the property,or Xerox reasonably feels insecure with
<br /> conflicting marks or permit the Xerox marks to be removed respect to Customer's willingness or ability to perform its
<br /> or defaced:Customer agrees not to remove any ownership obligations hereunder, Xerox shall have the right to exercise
<br /> identification tags on Equipment or suffer or permit any lien any one or more of the following remedies In order to protect
<br /> or encumbrance of any kind against Equipment or allow it to the interests and reasonably expected profits and bargains
<br /> become fixtures to real estate, of Xerox:
<br /> E. Customer agrees to bear all risk of loss or damage to Equip- Ili) Cancel this Agreement in whole or in part;
<br /> men*arising from Customer negligence or theft or mysteri- pi) Declare entire amount of the unpaid minimum monthly
<br /> ous disappearance of Equipment. Xerox shall .....ar risk of lease payments. plus all other amounts due under this
<br /> loss or damage to Equipment from all other causes. Agreement, including the option to purchase price
<br /> 10.TERM specified in the Term Lease section of the Xerox Order
<br /> A.Notwithstanding the delivery of Equipment, this Agreement Agreement and any other charges unpaid, less any
<br /> shall become effective on the date the Xerox Order Agree- charges unearned,to be immediately due and payable;
<br /> latent IS accepted for Xerox by an authorized Xerox represen- Iiii)To the extent permitted by law,take possession of any or all
<br /> wave and shall continue for the lease term as specified on items of Equipment and Operating System or applications.
<br /> the Term Lease section of the Xerox Order Agreement. Software which Xerox has granted Customer the right to use
<br /> 8, Customer agrees this Agreement can be terminated only by in connection with Equipment, wherever located, without
<br /> expiration of its fixed term or payment of the full purchase demand or notice,without any court order or other process I.
<br /> 0 price as set forth In paragraphs 11A.and 11.B.hereof.
<br /> C. OPTION TO RENEW of law and without liability to Customer for arty damages
<br /> occasioned by such taking of possession;
<br /> II) When all of the clan!.."ons set forth In paragraph 8,have (iv)To the extent permitted by law, enter upon premises
<br /> been paid, Customer may exercise an option to renew where Equipment and any Operating System or applica-
<br /> this Lease at expiration of the lease term for one(1)eddi- lions Software which Xerox has granted Customer the
<br /> tional period of twelve(12)months at the same price and right to use in connection with Equipment, are located
<br /> on the terms and conditions in effect at the time of ran and render Equipment and such Software unusable, arid
<br /> newel of this Agreement,provided Customer gives writ- remove, sell, lease, or otherwise dispose of Equipment
<br /> ten notice to Xerox of its intention to renew at least thirty and such Software and from the proceeds retain all sums
<br /> (3o)days prior to expiration of this Lease Agreement. due under the terms of this Agreement and be rem-
<br /> Oil Customer may purchase leased Equipment at any time bursed for all costs and expenses relating to enforcement
<br /> during the renewal period as set forth in Paragraph 11. ,
<br /> or preservation of its rights hereunder,including,but not
<br /> 0 EQUIPMENT RETURN limited to,reasonable attorneys'fees;
<br /> Upon expiration hereof or early termination of this Lease (v)Pursue any other remedies existing at law or in equity;
<br /> hereunder,or upon demand made by Xerox pursuant to Par- (vi)Xerox shall have all of the rights and remedies of a se-
<br /> agraph 12,hereof,Customer shall return to Xerox Equipment . cured party upon default under the Uniform Commercial
<br /> and any Operating System or Applications Software licensed Code as enacted in the state where the Equipment is ru-
<br /> by Xerox to be utilized in connection with Equipment in the camel or under applicable law.
<br /> same condition as when delivered to Customer, reasonable B. In the event of default by Customer,Xerox may require Cus-
<br /> wear and tear excepted,at such place or on board such car- tomer to assemble Equipment and any Operating System or
<br /> her,packed for shipping,as Xerox may specify, Applications Software which Xerox has granted Customer
<br /> 11.EXERCISE OF PURCHASE OPTION AT ENO OF LEASE the right to use in connection with Equipment and make
<br /> A. When all of the Customer's obligations as set forth in Para- Equipment and such Software Available to Xerox at a plate
<br /> graph 8 have been paid,Customer may exercise an option to end time convenient to Xerox.
<br /> purchase Equipment leased hereunder on expiration of the C. Customer agrees to pay Xerox all costs and expenses,
<br /> lease term at the purchase option amount set forth in the including reasonable attorneys' fees, incurred by Xerox in
<br /> Teen Lease section of the Xerox Order Agreement,together exercising any of its rights and remedies, No d:1:y or failure
<br /> with any taxes Levied thereon.Customer agrees to give writ- of Xerox to exercise any right or remedy will operate as a
<br /> ten notice to Xerox of its intention to exercise the option at waiver thereof.
<br /> least thirty(30)days prior to expiration of the lease term, 0. No right or remedy herein conferred upon or reserved to
<br /> B. TERMINATION OF LEASE BY PURCHASE Xerox is exclusive of any right or remedy herein or by law or
<br /> (I) Customer, at any time during the lease term, provided all
<br /> past and current obligations set forth in Paragraph 8 are equity provided or permitted;but each shall be cumulative of
<br /> every other right or remedy provided hereunder or now or
<br /> satisfied, upon fifteen (15) days prior written notice, may hereafter existing at law or in equity or by statute or other-
<br /> purchase leased Equipment by making all minimum monthly wise, and may be enforced concurrently therewith, or from
<br /> lease payments due for the remaining term of this Agree- time to time, but Xerox shall not be entitled to recover a
<br /> . merit,less any charges unearned(finance charges and main- greater amount in damages than Xerox could have gained by
<br /> tenance component), plus the purchase option amount receipt of Customer's full,timely and complete performance
<br /> specified in the Term Leai: section of the Xerox Order of its obligations pursuant to the terms of this Lease plus late
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