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<br /> C. Any maintenance resulting from other than normal operations of the Equipment including Customer's fault or misuse of the Equipment will be
<br /> invoiced to Customer as an additional charge.
<br /> 14. WARRANTY
<br /> Xerox warrants that when installed the Equipment will be in good operating condition. SEE ATTACHED.
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<br /> 15. LIMITATION OF REMEDIES AND DAMAGES
<br />25. ( A. XEROX' SOLE AND EXCLUSIVE LIABILITY UNDER THE WARRANTY SPECIFIED IN PARAGRAPH 14 UNDER ANY SERVICE OBLIGATION
<br /> ASSUMED HEREUNDER OR UNDER ANY PROVISION OF THIS AGREEMENT SHAll BE TO MAKE ALL NECESSARY ADJUSTMENTS,
<br /> REPAIRS AND REPLACEMENTS TO MAINTAIN THE EQUIPMENT IN GOOD OPERATING CONDITION IN ACCORDANCE WITH THE TERMS
<br /> AND CONDITIONS HEREOF.
<br /> B. XEROX SHAll NOT BE LIABLE FOR ANY lOSS OF PROFITS, lOSS OF USE, OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSE-
<br /> QUENTIAL DAMAGES OF ANY KIND, IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, MAINTENANCE,
<br /> OR USE OF ANY ITEM OF EQUIPMENT OR SERVICES PROVIDED FOR IN THIS lEASE, OR FOR ANY TORTIOUS CONDUCT RESULTING
<br /> THEREFROM. * 15 . C .
<br /> 16. FORCE MAJEURE
<br /> Xerox is excused from non-performance and shall not be liable for any delay in delivery or for non-delivery, in whole or in part caused by the occurrence
<br /> of any contingency beyond the control of Xerox including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, accident, ex-
<br /> plosion, flood, storm, acts of God, and similar occurrences.
<br /> 17. TRAINING
<br /> Xerox will, at no additional charge, train in the operation of the Equipment, at its service location nearest Customer, or at Xerox' option on the
<br /> Customer's premises, those key operators designated by Customer at or prior to the initial installation of the Equipment.
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<br /> 19. BREACH OR DEFAULT
<br /> A. If Customer does not pay the lease payments due hereunder or other amount required herein to be paid, breaches any of the terms or conditions of
<br /> this Agreement, ceases doing business as a going concern, has a petition filed by or against it under any of the provisions or chapters of the
<br /> Bankruptcy Act or Amendments thereto, makes an assignment for the benefit of creditors, calls a general meeting 6f the creditors, or attempts an
<br /> informal arrangement or composition with creditors or if a receiver or any officer of a court is apPointed to have control of any of the property, or if
<br /> Xerox deems the Agreement to be in jeopardy or feels insecure, Customer, at Xerox' sole option, may be deemed to have exercised its option to
<br /> purchase and Xerox shall have the right to exercise anyone or more of the following remedies in order to protect the interests and reasonably ex-
<br /> pected profits and bargains of Xerox:
<br /> (j) Cancel this Agreement in whole or in part;
<br /> (ii) Declare entire amount of the unpaid minimum monthly lease payments, plus all other amounts due under this Agreement, including the option
<br /> to purchase price specified in paragraph 2.E. and any other charges unpaid, less any charges unearned, to be immediately due and payable;
<br /> (ììi) To the extent permitted by law, take possession of any or all items of Equipment and Operating System or applications Software which Xerox
<br /> has granted Customer the right to use in connection with Equipment, wherever located, without demand or notice, without any court order or
<br />s, other process of law and without liability to Customer for any damages occasioned by such taking at possession;
<br /> (ivl To the extent permitted by law, enter upon premises where Equipment and any Operating System or applications Software which Xerox has
<br />r' granted Customer the right to use in connection with Equipment, are located and render Equipment and such Software unusable, and remove,
<br /> sell, lease or otherwise dispose of Equipment and such Software and from the proceeds retain all sums due under the terms of this Agreement
<br /> and be reimbursed for all costs and expenses relating to enforcement or preservation of its rights hereunder, including, but not limited to,
<br /> reasonable attorney's fees;
<br /> (v) Pursue any other remedies existing at law or in equity.
<br /> (vi) Xerox shall have all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as enacted in the state
<br /> where the Equipment is located or under applicable law.
<br /> B. In the event of default by Customer, Xerox may require Customer to assemble Equipment and any Operating System or Applications Software
<br /> which Xerox has granted Customer the right to use in connection with Equipment and make Equipment and such Software available to Xerox at a
<br /> place and time convenient to Xerox.
<br /> C. Customer agrees to pay Xerox all costs and expenses, including reasonable attorneys' fees, incurred by Xerox in exercising any of its rights ant
<br /> remedies. No delay or failure of Xerox to exercise any right or remedy will operate as a waiver thereof.
<br /> D. No right or remedy herein conferred upon or reserved to Xerox is exclusive of any right or remedy herein or by law or equity provided or permitted
<br /> but each shall be cumulative of every other right or remedy provided hereunder or now or hereafter existing at law or in equity or by statute or other-
<br /> wise, and may be enforced concurrently therewith or from time to time, but Xerox shall not be entitled to receive a greater amount in damages than
<br /> Xerox would have received by Customer's full and timely payments of all amounts due under this Agreement including the payment of the option to
<br /> purchase price under paragraph 2.E., plus late charges under paragraph 2.C. and all costs and expenses including reasonable attorney's fees
<br /> incurred by Xerox in exercising any of its rights or remedies under this paragraph.
<br /> E. Any breach by Xerox with respect to a unit of Equipment shall be deemed a breach with respect to that unit only.
<br /> 20. SURRENDER
<br /> Upon expiration hereof or early termination of this lease hereunder, or upon demand made by Xerox pursuant to paragraph 19. hereof, the Customer
<br />~hall return the Equipment and applications Software to Xerox in the same condition as when delivered to Customer, reasonable wear and tear
<br />"- excepted, to such place~~lXb6KotcaKilm:cJGá~~~~X(;m x~-Þ$'X as mutually agreed by both parties
<br /> SSIGNMENT
<br /> A. Without the prior written consent of Xerox, the Customer shall not (j) assign, transfer, pledge or hypothecate this lease, the Equipment or any part
<br /> thereof, or any interest therein or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Customer or Customer's employees.
<br /> B. Xerox may assign this lease or the Equipment in whole or in part without notice to Customer. Customer will assert any claim or defenses it may
<br /> have against Xerox and not against any such assignee.
<br /> 22. TAXES
<br /> Customer shall pay all sales, use, privilege, excise or other taxes or assessments, however designated, imposed or levied with respect to the Equipment
<br /> or its use, exclusive however, of personal property taxes.
<br /> 23. QUANTITY ORDERS
<br /> Customer shall be eligible for reduced Term lease charges for Term leasing multiple units of any combination of In-Place Equipment or units to be
<br /> installed (excluding the Xerox 660) at the same quantities as Xerox Published Quantity Purchase Prices subject to the following terms and conditions.
<br /> (i/ All of the applicable Term lease orders must specify a single billing address and be submitted simultaneously.
<br /> (ii) During the first sixty (60) days following Xerox' acceptance of the applicable Term lease orders, Customer may alter the delivery addresses for
<br /> units remaining undelivered.
<br /> (iii) Customer must accept delivery of all units ordered within one-hundred-eighty (180) days of Xerox' acceptance of the applicable Term lease orders
<br /> or Xerox will invoice and Customer shall pay the differential between the Quantity Purchase price or single unit price applicable to the number of
<br /> units actually leased.
<br /> (iv) In the event Xerox units are traded in as part of a Quantity Term lease transaction, the trade-in credit granted with respect to any such unit shall be
<br /> calculated using the lesser of the applicable Quantity Purchase price or the then current purchase price of the unit traded in. Trade-in credits
<br /> ('mmted if anv. shall not be recalculated in the event Customer fails to lease the number of units specified in the applicable Term Lease orders.
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