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3. EXERCISE OF PURCHASE OPTION AT END OF LEASE A. Customer, if not in default of any obligation hereunder and if all the monthly payments seH",rthjpoaraqraph 2 have been fully paid, may exercise an option to purchase the Equipment leased herein on the expiration of the leasetérmat the; purchase price set forth in paragraph 2.E. hereof together with any taxes levied thereon, provided that Customer gives written notice to Xerox of its intention to exercise the option at least 30 days prior to the expiration of this lease Agreement f6rti"ê Equipment. B. When all of Customer's promises and obligations under this Agreement and the purchase price set forth above have been fully paid and satisfied, Xerox' security interest shall terminate and Xerox will transfer title of the Equipment to the Customer. 4. TERMINATION OF LEASE BY PURCHASE A. Customer, if not in default in any obligation hereunder, at any time during the lease term, may, upon 15 days advance written notice to Xerox, purchase the leased Equipment by making all payments due for the remaining term of the Lease Agreement less any charges unearned plus the purchase price specified in paragraph 2.E. When these payments have been fully paid, this Lease Agreement and Xerox' security interest will ter- minate and Xerox will transfér title of the Equipment to the Customer. An early termination schedule setting forth the monthly minimum lease payments less any charges unearned will be mailed to the Customer upon acceptance of this Agreement by Xerox if requested by the Customer. B. Equipment purchased in accordance with this paragraph or paragraph 3 hereof may be eligible for Xerox Full Service Maintenance or Xerox Standard Maintenance. The specific Period of Assured Full Service Maintenance Availability, if any, for the Equipment leased herein is defined in the Xerox State and Local Government Price List in effect at the time of exercise of Customer's rights under paragraphs 3 or 4. The specific Period of Assured Standard Maintenance Availability, if any, is defined in Xerox' standard Maintenance Agreement in effect at the time of exercise of Customer's rights under paragraphs 3 or 4. During such period, if any, and upon execution of a Xerox Agreement or Customer Purchase Order for Full Service Maintenance or Standard Maintenance, Xerox will maintain the Equipment in good working order in accordance with its policies, as revised from time to time, pertaining to maintenance of Equipment furnished pursuant to the aforesaid Xerox State and Local Government Price List as more fully explained in said Xerox State and Local Government Price List for Full Service Maintenance or Xerox' Standard Maintenance Agreement for Standard Maintenance. 5. OPTION TO RENEW A. Customer, if not in default in any obligation hereunder, may exercise a one-time option to renew this Lease at the expiration of the Lease term for an additional period of 12 months at the same price and on the terms and conditions in effect at the time of renewal of this Agreement, provided that the Customer gives written notice to Xerox of its intention to renew the Lease at least 30 days prior to the expiration of this Lease Agreement. B. In the event the Customer shall elect to renew this Lease, the Customer shall have the option to purchase the leased Equipment at any time during the renewal period, at the prices and in the manner and on the terms and conditions set forth in paragraph 3. of this Agreement, provided that the Customer gives written notice to Xerox of its intention to exercise the option at least 30 days prior to the expiration of renewal of this Agreement. 6. EQUIPMENT DEFINITIONS The Equipment furnished under this Agreement will be Newly Manufactured, Remanufactured, Used or the Equipment already installed on a rental basis, as indicated on the previous page. Newly Manufactured Equipment means newly assembled equipment which may contain used components that have been reprocessed to assure machine compliance with product performance and reliability specifications. Remanufactured Equipment means Equipment which has been subject to the following factory processes at a Xerox plant: (1) disassembly to predetermined standards established by Xerox Corporation for each model, (2) cleaning, (3) refinishing, (4) inspection and testing to new machine test standards, (5) replacement of defective components with new, remanufactured, or used components, and (6) installation of all retrofits designated by Xerox as field mandatory as of the date of machine installation. ) Components which are not new are those which in Xerox' technical experience will not affect machine performance. In-Place Equipment means Equipment already installed on the Customer's premises on a rental basis at the time of execution of this Agreement. 7. TRANSPORTATION AND DELIVERY Placement, removal and any special rigging charges in effect on the date such tasks are performed shall be paid by Customer. These charges are applicable to machines and accessories. Shipping dates are approximate only. Xerox shall not be liable for direct, indirect, incidental or consequential damages, if for any reason Xerox fails to meet the requested delivery schedule. S.INSTALLATION The Equipment shall be installed at the Installation Address shown on the face of this Agreement. The Customer shall make available at that address a place of installation that is in accordance with Xerox' specifications, with electrical service in accordance with UL requirements. 9. EQUIPMENT TITLE A. The Equipment is, and shall at all times be and remain the sole and exclusive property of Xerox; and the Customer shall have no right, title or interest therein or thereto except as expressly set forth in this Lease. All replacements, substitutions and repairs thereto, shall become a component part of the Equipment and title thereto shall be immediately vested in Xerox and shall be included under the terms hereof. B. Customer will not remove any ownership identification tags on the Equipment or suffer or permit any lien or encumbrance of any kind against the Equipment or allow it to become fixtures to real estate. 10. SECURITY INTEREST Xerox reserves and Customer hereby grants to Xerox a security interest in the Equipment and any and all additions, replacements, substitutions, and repairs thereto, as well as any products and proceeds of the foregoing for the purpose of securing the payments due hereunder and all other promises and obligations of Customer to Xerox arising under this Agreement. Customer agrees to sign and execute at any time, alone or with Xerox, any financing statements or other documents which Xerox deems reasonably necessary to protect and continue Xerox' security interest under this Agreement. p, ---"""'-""'---- ~:II* XerD<bemd~K!7bintIlllStHK:JdRiK1a:~ ~:å~ ~~ ~IfðmII1mfI:{ ~ IiclbtactalJ(l X 11. USE AND LOCATION OF EQUIPMENT A. Customer shall use the Equipment in a careful and proper manner and shall not use or deal with the Equipment in any manner which is inconsistent with the terms of this Agreement or any applicable laws and regulations. The Equipment will not be misused, abused, wasted or allowed to deteriorate, except for ordinary wear and tear resulting from its intended use. Xerox shall have the right to inspect the Equipment at any reasonable time, wherever located. Xerox may mark the Equipment to conspicuously show that it has a security interest therein and Customer shall place no conflicting marks or permit the Xerox mark to be removed or defaced. B. Xerox shall be responsible for loss or damage to Equipment except for loss or damage caused by Customer's negligence. Customer shall pay for any repairs or replacements made necessary by Customer's negligent act. C. The Equipment shall be kept at the installation address(es) and shall not be moved from that location without the prior written consent of Xerox. The Customer shall be liable for all costs associated with the relocation requested by Customer and approved by Xerox. These costs will include all applicable installation, removal and special rigging charges and charges for the time spent by a Technical Representative at the rates in effect at the time of relocation. 12. ALTERATIONS AND ATTACHMENTS Customer shall not make any alterations, additions, attachments or improvements to the Equipment without the prior written consent of Xerox. All additions, alterations, attachments or improvements of whatsoever kind or nature which become permanently attached to the Equipment shall belong to and become the property of Xerox on the expiration other than by the exercise of the purchase option or early termination of this Lease. 13. MAINTENANCE A. Except as set forth herein Xerox will, without additional charges, make all necessary adjustments, repairs and parts replacement to k.eep the.Equip- ment in good operating condition in accordance with the service terms and conditions of the State and Local Government CoPYing EqUlpm~nt Price List then in effect. These services will be furnished by Xerox' service location nearest the installation address during Xerox'normal worl<lng hours. Service after Xerox' normal working hours shall be furnished on an "as available" basis at the rates then in effect. . B. Xerox shall not be required to perform the services or replace parts as set forth in sub-paragraph 13.A. above, if the Equipment is placed In an area which violates Xerox' space or environmental requirements, is improperly wired, moved, modified, damaged or altered or serviced by other than employees of Xerox or if the Equipment is installed in a location where Xerox service is not available to Xerox' regular Government r?ntal customers for that particular product, including Alaska, Puerto Rico, Hawaii or Guam or anywhere outside the continental limits of the UnIted States.