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4. PAYMENTS. The payments due pursuant to each Schedule, plus applicable taxes and other charges provided for herein and in the Schedule, shall be
<br />due and payable by the due date set forth in Our invoke to You. The payments due under a Schedule may include additional copy charges at the'Overage
<br />Copy Charge rate specified In the Schedule for copies in excess of the Monthly Copy Allowance provided in the Schedule. You agree to (a) provide Us or
<br />Sharp by telephone or facsimile with the actual meter readings whenever You are requested to do so, (b) allow Us or Sharp to attach an automatic meter
<br />reading device to the Equipment, which meter reading device You will not remove or after without approval from Us or Sharp, and/or (c) give Us or Sharp
<br />access to the Equipment to obtain meter readings or audit the meter reading device If We or Sharp request You to provide meter readings and You fail to
<br />do so within 7 days of the dale of such request then (1) the number of copies used by You may be estimated by Us or Sharp and We Wit Invoke You
<br />accordingly, and (0) We Wit adjust the estimated charge for excess copies upon receipt of actual meter readings. Restrictive endorsements an checks Wit
<br />not be binding on Us All payments received WII be applied to past due amounts and to the current amount due in such order as We determine. Any
<br />security deposit or estimated future Governmental Charge (as defined in Section 10 below) that You pay with respect to a Lease is non -interest bearing,
<br />may be commingled Wlh Our funds, may be applied by Us at any time to past -due amounts, and the unused portion Wit be returned to You within 90 days
<br />after the end of this Lease If We do not receive a payment within forty-five (45) days of the due date, You shall pay (1) a fee equal to 1 % per month of the
<br />outstanding balance If any check is dishonored, You shall pay Us a fae of $20.00, Promptly lot owing Our request from time to time, You shall famish Us
<br />with current financial statements
<br />S. INDEMNIRCATION. With respect to each separate Lane, You agree to Indemnify and defend Us against and hold Us harmless for, any and
<br />all claims (Including but not limited to claims for personal Injury and death), actions, damages, Ilabilltles, losses and costs (including but not
<br />limited to reasonable attorneys' fees) made against Us, or suffered or incurred by Us, arising directly or Indirectly out of, or otherwise relating
<br />to, the delivery, Installation, possession, ownership, use, loss of use, defect In or malfunction of any Equipment. This obligation shall survive
<br />the termination of this Master Agreement and each Schedule.
<br />6. NO WARRANTIES. WE ARE LEASING ALL EQUIPMENT TO YOU "AS IS". We have not made and we hereby disclaim any and all warranties,
<br />express or Implied, arising by applicable law or otherwise, Including without limitation, the Implied warranties of merchantability and fitness for
<br />a particular purpose. We hereby transfer to You, without recourse to Us, all automatically transferable warranties, 6 any, made to Us by the Vendors)
<br />of the Equipment You agree that each Lease is a'finance lease under the Uniform Commercial Code (the "UCC") unless otherwise expressly stated in
<br />the related Schedule or as provided by law. To the extent permitted by law, You hereby waive any and all rights and remedies conferred upon You under
<br />UCC Sections 2A-303 and 2A-508 through 522. You may be entitled under Article 2A of the UCC to the promises and warranties (if any) provided to Us by
<br />some or all of the Vendors) In connection with or as part of the contracts (d any) by which We acquire Equipment from such Vendors). You may contact
<br />such Vendors) for an accurate and complete statement of those promises and warranties (if any), including any disclaimers and limitations of them or of
<br />remedies. If it is determined that any Lease Is a lease Intended as security and/or the related Schedule grants to You a $1.00 purchase option, then You
<br />hereby grant to Us a security Interest In the related Equipment and all proceeds thereof You authorize Us to record UCC financing statements to
<br />protect Our Interests n the Equ pment
<br />7. DELIVERY, LOCATION. OWNERSHIP, USE, MAINTENANCE OFEQUIPMENT. Sharp Wit install (and, with Our prior consent, remove) the Equipment
<br />In accordance Wlh Sharp's service policies You are responsible for all Equipment maintenance You shall not remove any Equipment from the Equipment
<br />location specified in the related Schedule un ass You first gel Our perm ss on. You shall give Us access to each Equipment location so that We may Inspect
<br />the Equipment, and You agree to pay Our costs in connection therewith, and as outlined in the Master Agreement, Whether performed prior to or after the
<br />Commencement Date of the related Lease. Unless otherwise stated In the related Schedu a or as provided by law, We will own and have title to all
<br />Equipment (excluding any software) during each Lease. You agree that all Equ pmenl is and shall remain personal property. Without Our prior written
<br />consent, You Wit not permit It to become (i) attached to real property or (I.) subject to any liens or encumbrances. You represent that all Equipment will
<br />be used solely for commercial purposes and not for personal, family or household purposes. You shall use all Equipment in accordance with all
<br />laws, operation manuals, any service contracts and Insurance requirements, and shall not make any permanent afteretions to it. At Your cost, You shall
<br />keep all Equipment In good working order and warrantable condition, ordinary wear and tear excepted ("Good Condition").
<br />8. LOSS, DAMAGE, INSURANCE. With respect to each Lease, You she 1, at all limes during the Initial Term and any Renewal Term, (1) bear the risk of
<br />loss and damage to the Equipment and shal . continue performing all Your obligations to Us even 0 it becomes damaged or suffers a lass, (li) keep the
<br />Equipment Insured against all risks of damage and loss ("Property Insurance") In an amount equal to its replacement cost Wlh Us named as sole 'low
<br />payee; and (III) carry public Lability Insurance covering bodily Injury and property damage ("Liability Insurance") in an amount acceptable to Us, Wth Us
<br />named as "additional Insured' You have the choice of satisfying these Insurance requirements by providing Us with satisfactory evidence of Property and
<br />Liability Insurance ("Insurance Proof"). within 30 days of the Commencement Date of such Lease. Such Insurance Proof must provide for at least 30 days
<br />priorwritten notice to Us before d may be canceled or terminated and must contain othertemhs satisfactory to Us. If you do not provide Us with Insurance
<br />Proof within 30 days of the Commencement Date of any Lease, or If such Insurance terminates for any reason, then (a) You agree that We have
<br />the right but not the obligation, to obtain such Property Insurance and/or Liability Insurance In such forms and amounts from an Insurer of Our
<br />choosing In order to protect Our Interests ("Other Insurance"), and (b) You agree that We may charge you a periodic charge for such Other
<br />Insurance. This periodic charge W I nc!ude reimbursement for premiums advanced by Us to purchase Other Insurance, billing and tracking fees, charges
<br />for Our processing and related fees associated with the Other Insurance. and a finance charge of up to 18% per annum (or the maximum rate allowed by
<br />law, 9less) on any advances We make for prom ums. (collectively, the "Insurance Charge"). We and/or one or more of our affiliates and/or agents may
<br />receive a portion of the Insurance Charge, which may Include a profit. We are not obligated to obtain, and may cancel, Other Insurance at any time
<br />without notice to You Any Other Insurance need not name You as an Insured or protect Your Interests. The Insurance Charge may be higher than the
<br />amount You would pay if You obtained Property and Llabi:ity Insurance on Your own.
<br />9. ASSIGNMENT. You shall not sell, transfer, assign or otherwise encumber (collectively, "Transfer") this Master Agreement or any Schedule,
<br />or Transfer or sublease any Equipment In whole or In part We may, upon prior written notice to You, Transfer Our interests in any Equipment and/or
<br />this Master Agreement or any Schedu'e. In whole or .n part, to a third party ("New Owner"), and 9 so, the New Owner will, to the extent of the Transfer,
<br />have all of Our rights and benefits but will not have to perform Our obligations (If any). You agree not to assert against the New Owner any claim or defense
<br />You may have against Us or any predecessor in interest.
<br />10. _TAXES AND OTHER FEES. You are responsible for a taxes (including, without limitation, sales and personal property taxes, and excluding only taxes
<br />based on Our Income), levies, assessments. license and registration fees and othergovemmental charges relating to this MaslerAgmement each Schedule
<br />and/or the related Equipment (collectively "Governmental Charges"). You agree to promptly pay Us, on demand, estimated future Governmental Charges
<br />You authorize Us to pay any Governmental Charges as they become due, and You agree to reimburse Us promptly upon demand for the full amount (less
<br />any estimated amounts previously paid by Yoj). You agree to pay Us a fee for preparing and filing personal property tax returns, and You agree not to file
<br />any personal property tax relums. You also agree to pay Us upon demand (1) for all costs of fi::ng, amending and releasing UCC financing statements, and
<br />(11) a processing fee of $75.00 (or as otherwise agreed) per Lease to cover Our investigal'on and other administrative costs in originating such transaction
<br />You also agree to pay Us a fee, h accordance With Our current fee schedule, which may change from time to time, for additional services We may provide
<br />to You al Your request You agree that the fees sat forth in this Master Agreement may Include a profit.
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