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8. Me ter FIR
<br />lags end Amu III
<br />Strne AM YOU
<br />thatMetoe
<br />ittal Is
<br />by
<br />ime
<br />and (or each successive 12 month peer d hereaharr dor ng the Teem, XFS may inrrease your Bee Payment And the Excess Charges by a mtaxen mafter
<br />of ffteentpercent (15%j at t e ihe�EcurDate
<br />rent
<br />Base Payment therefor and you agree to pay such Increased amounts.
<br />4. Egttlpment Ownership, Laballng and UCC Filing. "and to the extent 0 courtdooms this Aqgretnwt to W a Wutq homement unser the UCC and otherwise for precautionary purposes
<br />Only, you grant XfS a first priority security inecrest In Your Interest In the Equipment and aIF proc"cis thereof in order to secure your pefformanre under this Atatnient. XFS I$ and shaTI
<br />remain the sole owner of the Equ pfacnS, except the Software. You w1fict to XFS to,
<br />file a UCC Rearing statement to show, and to do all other acts to protect our interest in the Equiprntnt.
<br />rut MXF5 tT ! to bete l%afiling
<br />lingiaots and e in administrative casts for the f1kng of such llnaAclng statements. Yau agnea to keep the Equlpmant free horn arty karts or oncurnbrance5 and to promptly
<br />fY y ng your orgenlratlan such that a roRgng or amendment to xFS's UCC financ g statement against you bewmes necessary.
<br />10. ASSIOgAMlint, YOU MAY NOT ASSIGN, SELL PLEDGE TRANSFER, SUBLEASE OR PART WITH POSSESSION OF THE EQUIPMENT, THIS AGR EEMENT0ItANY OF YOUR RIGHTS OR 05UGA7ION$
<br />UNDER THIS AGREEM ENT IGOLLECTIVELY ASSIGNry ENnwrtmewxf5'SPRIOR WArMNCONSENT, WHICHSHALL NOT BE UNREASONABLY WrDlHELO,"SUBIECT TOTHE $0 LE EXERCISE
<br />OF XFS'S RFASONAKE CREDIT DISCRETION AHD EXEWTION EXECUTIONOf ANY N ECESSARY AWGNMENT DOCUMFNTATiON.IfXFS agrees to an Ass nrrmnt, you agree to pay Ilio applicable a�sslgnntent
<br />fee And ralmbutte XFS for any costs we Incur In Connection with that Assignment. XFS may sell, assign or transfer eR ar any pari of the qulpmenT, this Agreement angor any of our fights
<br />Abut none of aur ohllgations except for kmWngand fSK WWI, III raslon} under this Agreement, XFS's ass}gnee will have the same rights thAT we have to the extent assigned, YOU AGREE OOT
<br />O ASSERT AGAINST SUCH ASSIGNEE ANY CLAIMS, DEFENSES, COUNNRCLAjMS, RECOUPMENT5, OR SET•OFFSTHAT YOU MAY HAVE AGAIN ST XFS, and you agree to remit Payments to such
<br />Ass I&"* If to des li noted. XF5 agrees and acknowledges that arty Assignment by Its w10 not matarlafly change Your obilgatloAS under this Agreement,
<br />11, Taxes. You W It be respomible for, Indemnify acrd hold XFS harmless from, all applicable taxes, fees 04 charges (Including %alas, use Personal property and transfar taxes {other than art
<br />Income taxes), plot Imeml and penalties] assessed by arty govtrnta tntal enlloy an the Equlpmvn4 this Agreement, a the amounts payable i errLgdetred[mllec[irety, "Taxax" ,whish will be
<br />included In S s invokes to you unless you timely prov}de continuing proof of your tax exempt status. For JufisdetION where cartel laxer arocalruia and pard at the Nme of agreement
<br />MAIM Ion. You avthorile XFS to floance and adjust your Base Payment to Include such Taxes over the Term. Unless End untO XfS natifes you In wrrung to tete contrary, thn (0owl rta shall appy
<br />to ssersonal property taxes end Art urns. XFS will Ale all port ona! property tax returrU co+r8r#na Oise igtie'prnarn gay the persona' PF*8 y taxes F vad or asseulld thereon, and collect from
<br />your account all p4tional property tastes on the Equlpmeni. XFS M HO WARRANTY, EXPR S Olt IMPUED, REGARDI G THE TAX CIA ACCOUNTING TREATMENT' OF THIS AGREEMew.
<br />17, 7qulppmmeek Warta nttyy 10lornndlon and 0isdolmers. XF5 HAS NO INVOLVEMCNTINTHE MANUFACTURE, COHFtGURATTON, SALE, DELIVERY, WSTALLATtON, USE On MyNTMANCE OF
<br />THE EQUfPMENT. XFS 0ISCI"S, AND YOU WAIVE SOLELY AGAINSTXFS, ALL. EQUFPMENT WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, Our NOT lill TO, THE 1MpjIF0
<br />WARRANTIES OF MERCHANTARIIffY, NON -INFRINGEMENT AND FITNiESS POR PARTICULAR PURPOSE, AND XFS MARES NO REPRESEfiTAI ONS OF ANY KIND OR TYPE, INCLUDING, BUT
<br />NOT LIMITED TO, THE EQUIPMENTS SUITABILITY, FuNCTi0NAL" 0URABIUTY OR CONDITION, Since you have detected the Equipment and Supplier,yyOu acknOwledat that you are aware
<br />of tha name of the manufacturer of each hem of FqulPmenC Suppilor's contact in.ormallar% and agree that YOU Hog conlatL Manufacturer and/or Suppller far a description of any warranty
<br />rfghts yap may have undo. the Equipment supply, contract, sales order, or otherwise. Provided you are not In default hereunder, XFS Hereby ass; 4A3 to you any vntranry rights we may have
<br />aaaabut SupEller 0manufacturer wk it respect to the Equlpment. If the Equipment is returno l to XFS,, such rights are dee mad romtlgned by you to XF5. IF THE EOU1PMENT IS NOT PRgpERLy
<br />12 STALLED. 00 IES NOT OPERATE AS WARRANTED. BECOMES OBSOLM, OR IS UNSATISFACTORYFOR ANY REASON WHATSOEVER, YOU SRM MAXEALL HELATEO CLAIMS SOLELY AGA] NST
<br />MANUFACTURER OR SUPPIIERAND NOT AGAINST XFS, AND YOU SHALL NEVERTHELESS CONTINUE TO PAY ALL PAYMENTS AND OTHERSUMS PAYAJILR UNDER T tuS AGREEMENT,
<br />13. Uabittty ertd Inds ran lficaNan. XFS IS NOT RESPONSIBLE FOR ANY LOSSES, DAMAGES, EtPRNSES OR IMUMESOF ANY NIA OR TYPE, INCLUDING, OUT NOT LIMITED TO, ANY SPEaAI„
<br />I NOIREiT, INCIDENTAL, CO HSEQUE NTIAL OR PUNtTTVE OAM AGES (COLLECWALV, •CLAIMS') TO YOU OR ANY THI RD PARTY CAU SED BY TH p EQU I PMENT OR ITS U SE, EXC EPT THOSE CLAIMS
<br />ARISING DIRECTLY AND PAOXtMAFELY FROMXFS'SGROSS NEG LIG NCE 00 WILLFULMISCONDUCT. IA oddkion, except ferClaims arU4n``direttly alid proxiMaitk fro mXFS'sgross negilgtrxe
<br />Or wMul fall to MUM you assume the risk of Usbillty for, and hereby Agree to Inde Malty and hDld safe and harmless, and covenant to date nd, xF5 xs employees officers and agents from and
<br />rejection, ownnsY-rebid all pC7 �ims (including itgal expenses of every kind and nature) arli ng out of the mnnuF&Mfe, purchase shipment env! delivery of the Equlpmtnt to you, acceptance or
<br />p rig, possession, operau". use, return or ofte disposition of the EquI"ent; and (b) arty and all loss or damage of or to 1 EgUlprrsent.
<br />Io. Defsutt and Remedles. You wl11 be In deNuft under this Agreement if XFS does not receive any Pay Mont wkhln 30 days after to du date, a yyaoeve breach any other obligation urider this
<br />Agreement a any other agreement with XFS H you deiauh, and such date ultcominues for 10 days. after KFS Provides notleatoyou, XFS MAY, In oddRlorti to oth at remedl as (Indudfngdisabling
<br />or repasssslrsg Tisa Equipment arTdJer requesting Supplier to ream pedarming under the Ma Into mEa a Agreement), tmenectately require you by do one or mare of the fogowing. (a) e$
<br />llqul and darrraaes for loss of bargain and not as a penalty pay the sum of (i elf am0unU than past due, plus interest from the due date vnUl pall at the rate of is% per month; (ilk the
<br />Pa ants refialnklg In the TMm (lncludtn the fb ed malntenanrcca�uCampanent ereoi, if permitted under She Maintenance rcomenll, discounted at the Dkeou fit Rate to use date of auk,
<br />[VII} the Et�ulpmenCs 'noised reslduaf, an� t Xf5 to enf (or a this trereementurn the Equipment as provided In Sec4ona and 6 hereof. You agree to paall reasoe
<br />Pay rabfe costs, Including
<br />attorneys fees and dUbunements, incur Ag
<br />13, Risk pf CASs and iasurtnsa. You assume ertd agree to lxarihe entire risk of loss, theft das1FW10n Or other knpalrmenl of the equiprnenI upon dORvery. You, et your own expense. (i) shall
<br />keep Equipment Insured against lass ordam a ata minimum of fuf i repltscer:reritva've thrreaf, and (III Ili nit carry dahil{ty Intunme agalast balk fnlury, tncfudlAg death, and against property
<br />damage In the amvunl of 0t feast $2 million toilectively, "Required Insuranca'j. All wets Equipment RW1damage IrMMAte 1iiall be velth fender's floss fayable to 'XFS, iU svacessom and/or
<br />assigns, a Thor interests may 0ApeAr.' and s all br w# companlei raasvnabfytstxeptalsl0 to XFS. XFS shall bo named as an addalonai Insured on an IlabiNty Insurance policies. The Required
<br />huuranca shall provide for 30 d rive nolke to Xf5 ref Caric+sllatlan. y0U UST PROVIDE XFS OR 011R DESIGNEES WITH SATISFACTORY WRITTEN EVLDEHCE Of REQUIRED IN5URANCE
<br />WITHIN301iAY5QFTHEACCEPTApICEDAT ANDeANY5UBSEQUENTWRi�TENREQUESTBYXFSGROURDF$1GNEES.IfYOUDoNOT00SO,THENIN1JEUOFOTHFAREMEDiESFORDEFAULT
<br />XFS IN OUR DISCRETION AND AT OURSOLE OPTION MAY (BUT IS NOT REQUIRED TO)CWTAIN MURAhCE FROM Ali INSURER OF Xfs'S 0100SING, WHiCH MAYBE AN XFS AFFILIATE &
<br />SUCH FORMS AND AMOUNTS AS XFS DEEMS REASONABLE TO PROTECT XFSS INTERESTS (COLLECT1vety-etluiPMEfsT INSURIWCE•1. (QuIPM£FIF INSURAHCC WILL COVER TIfE
<br />YOU AGREE TEUIPOO PAYS IT WILL F PERIODICCIIAARRGFAFOR t4 PMSEN INSIJMCE(MAY 001LW[iL�1rEAY INSLL OF UORANCE OiARRGES-; THAT INCLUDE -An IIM$ULIRANa PREIVIILIM THAT MAY0E H1GW TTlHAN
<br />IF YOU MAINTAINED THE REQUIRED 1NWRANCE SEPARATELY; A FINANCE CHARGE OF UP TO 1.S% PER MOM ON ANY ADVANCES MADE BY XFS OR OUR AGENTS; AND COMM)SUONS,
<br />III LU N G AN D PRACIESSI NO FEES; MAY OR ALL O F WILIOH MAY GENERATE A PRO FIT TO XfS Oil OU R AGENTS, XFS MAY ACI D ONSURAN CE CHARGE'S to EACH PAYMf MT. XF5 s hall di scoatlnue
<br />bflllAS or debdIng In%ursnat Charges for fqufpment hissrrincl upon racelpt and review of satisfactory avldo" of RaaqquuIred Ins urancal. You must pram^ notify XFS of arty loss ar darnage
<br />to Egvlpmem which makes arty, hem of Equipment vnRt for continued or repairable use. You hereby Irrevocably appelnt XFS as Your atte +ie► n• act to execute and endorse all checys or
<br />drafts In your name to collect u rider any such Required Inaurarrce.Ins urAnre proceeds from Required insurance or Equipment Insurance rerelved ah all be app!{ed, at XF5's option, to Ix) restore
<br />the Egvlpment so that It Is Ia the same conditscin as when de(fvttiad to you (normal wear and tear excepted), or IV) I the Equlpmens is not restorable, to replace it with Rke#Ind condRlvn
<br />Equlpmanl from. the same manufacturer, or tri pay to XfSthe greater of [lythe total unpaid Payments for the entre Term hereof {discounted to Present valva at the Discount Rate) plus XFSs
<br />resldduol interest in such Equlpment (herein ogreed to be 20% of the Equip Mears or incl cost to XFS) P14 any other anxsuAis due to XF5 ha" Mer, or (II) the Determined FMY Immediately
<br />u
<br />prior to tha loor damage. NO LOSS OR DAMAGE TO EQUIPMENT, OR XFS'S RECEIPT ANO APPLICATION 0f INSURMCE PROCEEDS, SitALL RELIEVE YOU (IFAhiY OF YOUR RF]NNNINa
<br />WLIGATIONS UNDER NIS AGOEEMENLT, Notwhhstanding procurement of Equipment Insuonce or R utred Ir surance. you remain PA(Mary]y tlable for performs ANYce 0 Der this SCct[on In the
<br />event the applicable Insuronce,cimler fails or refuses to pay any claim. YOU AGREE (I) AT XF5 S SOLE ELECTION TO ARBITRATE ANY DISPUR WITH XFS, OUR AGENTS OR ASSIGNS REGARDING
<br />THE EQUI PMENrIALS URANCE LINDE R THE RULFS OF THE AMERICAN Ann ITRATIO N AM CIA'n ON IN FAIRFIELD CO UNITY, Cr, ( III THAT IF XFS MAX STHEFpREGOtHGEtFCF!ONAMT-RAIJON
<br />(NOT A COURT) SHALL BE THE EXCLUSIVE REMEDY FOR SUCH DISPUTES; AND (Ill) THAT CLASS ARBITRATION 15 NOT PERMITTED, This arbltrMipn option dues not eppy to any other
<br />provision of ihls Agreement.
<br />16. Finance Lane and Customer Waivers. The parties agree this Agreement aha R be construed as A'flnance lease' under UCC Article 2A. Customer waives its rights as a lessee under UCC
<br />2A Sections SD&S2L
<br />17. Authortratfon of Signer and Credit Review. You represem that you may Iawfuly enter iaw. and perform, this Agreement, that the tndlvld;;sI stgfling this Agreement an your behalf has all
<br />n cesnryAUthorlty to do so, and that all financial Informxttan you provk t sccuratety represents youf financial con&Llan. You agree to furnish ffllnancizi In for Mal Ion that XFS may recIvall
<br />ng your tax Identlpcatton number, and you outherlte XFS to Obtain credit reports on you in the future should you default or fall to make Prompt IseMients under this Agreement.
<br />1S. Odglnal and Sole Controlling Document; No rrlodgkatsans Unless In Wrhing. The Asseement ccrdtftutes the entire agreement between the Pasties Is to the sub)ects addressed heroin,
<br />and representations or statements not included herein are not part of the Agreement andart not binding on the Parties, You agree chit an executed copy al this Ag to that is signed by
<br />your auihorited representative and by %SS's aushodred represe ntai No an orlglnsI manual signature or wth signature reproduced 6y means of a rellabht electronic form, such 1s electrartk
<br />trantmtulon of a facsimHr al aleamaic signature) shall be marked WilllnaY by XFS and shall constitute she onyOrWrlatdomMeat for a purposes, To the extent tits Agreement telectronk
<br />chattel paper Ias defined In the UCC), no security Interest In IM Agree mentmay be emated except by the possauson ar transfer of the copy maeked 'origlnef py XFS_ iF A awns 44co ORDIns
<br />ER
<br />OR CITL�tER OOCUMENT IS ISSUED BY YOU, NONE OF ITS TER MS ANS] CJOND TIONS SHALL BE BINDIN ON XFS. AS THE TERMS AND CONOITMS OF THIS AW FY OR or by XFS- EXCLUSIVELY URC]- GOVERN
<br />AGRETHE TEMENT.. THIS AG REEEMENTMAY NOT BE AMEND D OR SUPPLEMENTED EXCEPTEIN AATWRRITTEN AGREEMENTSIGNED ROUR AG OM AND Ant NOT ! Y ADUTH04R D RRIZED TO EP WENT WEGO IA THE PARTIES AND NO
<br />P41OVLSIONSCAN VE WAIVED EXOcPT IN A MUTING SIGNED BY XFS. You atrthofscc Xf S to Insert or correct mWIVE lnfvrmaVon on Ihis Agree men t, lnchsding but nut netted to your proper
<br />legal nil". o$greement numbers, serial n umber' and other Equlsmlent lnfarma tlo n, so Ion $ as there LS no material Impact to your n rrancia l atsilgations,
<br />CONN19. ECTiCUt(WITHO REGARRDTOCONFLICT0FLAWPRWAIVER.
<br />1.Y IKESTHATWOULOO�THERIS WISERMUIRMED EAPPUCATTIION0 LAWSOFANOTHBE CONSTRUED IN AERJUaISolaION),OsIDANCIE 1 EJURIStHC SO#OF T CT;ONiANDVE UE
<br />Of ANY EXCLLUS VE Yl0N TO EN FORCE ATX $ 5 OPTIO N{S AGR EE M ENT, 0 R OTHERWISE RELATING TO THIS AGAEEM eNT, $HALL ANY OTHER FEDERAL OR STATE COURT WH RE THE EQUIPMENT IS LOCATED OR WHERE XFS S OR YOSTATE UR PRINC! AURT IN LIpFSAi ESIELD COF 8 5 NESS ARE LOCATED,
<br />AND YOU HEREBY WAIVE ANY RIGHT TO TRANSFER VENUE. THE PARTIES HEREBY WAIVE ANY RIG HT TO TRIAL OY JURY IN ANY ACTION RELATED TO OR ARISING 0UT0F THIS AGREETNENT.
<br />20. MIEcaflanaous. Your abllgatlom under tha 'TMXW aAd'Usblilty" Stolons commence upon exacu tion, a A d survive the exairallm or earlier termination, of thk Agreement. Notices under
<br />this Agrftirtan; must he In wrttTn$, Notices to you will be sent to the'BIIIIng Address' provfded an the first page hereof, and "tic as to XFS shag be Sant to our address provided art the Rrxt
<br />page hneof. NoTkes wl11 be deemed aTvan 5 days after mallIng by first class rnoI or 2 dM after Ie Ml nil by natlanally recWised ovarnlght courier. Invok s aro not Considered Mittel add
<br />aro not govomed by the nonce terms hereof, you aartlmrtre Xn to Communkate with you by any eledronk mr_wns (FnCitMingcallularyKana erne'! auIfivOk s are no and retarded mewlied]
<br />using any Phone number (including eel lulot) or etectroak Address you provide to us. If a cowl Tin ds. any term of TMs Agreement unaniorceable the remaining terms wIR remain In effect The
<br />failure by eHher Party to =VCFYa any rl ht or rreemrrIeeddyy will not constitute a waiver of such d Ohl or remedy If more than one parry has signed H=is ABreem it as Customer, earls such party
<br />agrees that hs liability Is 10A and Several. The following four seatertces tontml over every Other part of this reement. Both Parft will campy wk[ttr applkabie taws. XFS will not chs
<br />callett a amounts In excess of those aRO wed a charge or
<br />nY by applicable law. Any part of thi9 Agreement that woulty hat fat the bast four sentences OF this Scalae, be rel¢ under arty tire unutanCes to
<br />aWw for a charge higher than that allowed undo any applicable legal Arnk Is modified by this Sectson to Ilmlt the amounts chargeable under Lh 6 Agreement to the maximum an out At allowed
<br />ander the legal 11 mil. Y, In any c!« urnstances, any amount In excess of that allowed by taw is charged or re calved, any such charge wig be deemed Betted by the amount Legally allowed and
<br />any amount received by XF5 In excem al that trgagy at lowed will be applied by us to thit paymtat of amounts lCID lly owed under this Agreement or refunded to you.
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