Equipment Lease Agreement – Terms & Conditions

TERMS & CONDITIONS

1. Lease Term – You are the homeowner or otherwise authorized by the homeowner to enter into this Agreement. You agree to lease from us the Product. This Agreement commences on the Commencement Date (as defined on the signature page hereof) and continues for the useful life of the Product. The Product’s useful life is approximately ten (10) years, subject to use in accordance with the manufacturer’s specifications (the “Term”). THE PARTIES HERETO INTEND THIS LEASE TO BE A TRUE LEASE.
2. Location, Condition, Ownership and Operation of the Product; Indemnity – You agree to keep the Product at the address listed on the signature page hereof as being the “Installation Address” (the “Premises”). You agree to provide us with the right to enter the Premises during normal business hours and upon reasonable prior notice to you for the purpose of inspecting the Product and to exercise any rights available to us under this Agreement. The Product is not used or reconditioned. You shall keep the Product free and clear of all liens of every kind, other than liens in favour of us, and you shall keep the Product in as good a condition as when delivered, reasonable wear and tear accepted. You shall not make any alterations to the Product without our prior written consent. Any additions, upgrades, accessories, alterations or replacements to, of or for the Product will become our property and subject to the terms of this Agreement. Ownership of and title to the Product will at all times (except upon a sale to you under this Agreement) remain with us. You have no interest in the Product other than the right to possess, insure, and use the Product for the Term in accordance with the terms of this Agreement. We have not made any representation, warranty or guarantee with respect to the Product, the supplier or the manufacturer, including whether the Product is suitable for you. To the extent permitted by law, any representations, warranties, conditions or guarantees provided under sale of goods legislation are hereby excluded. You acknowledge and agree that the Product was supplied directly to you by the supplier upon your request and that you have separately received information regarding warranties and service directly from the supplier. You agree to indemnify and hold us harmless from any claims and damages against us however caused or arising out of the use of the Product. This indemnification obligation will survive the termination of this Agreement.
3. Registration – We have the right to register, at your expense, a financing statement against you. Unless prohibited by the law, you waive your right to receive a copy of such registrations where required and you appoint us as your lawful attorney for registration and receipt of notice.
4. Personal Property – You agree that the Product shall remain personal property (without the need for any other party’s consent or waiver to allow us to remove it) even though it may become attached to real property.
5. Payments – You must make all payments required to be made under this Agreement in the manner specified by us. You shall pay as rent the applicable Monthly Rental Payment indicated above plus applicable taxes. Your obligation to pay when due all amounts under this Agreement shall be absolute and unconditional without any deduction, set off, abatement, holdback or claim for compensation whatsoever. The (total lease value/capitalized amount), (total lease costs), (total lease costs + HST), (implicit finance charge) and (residual value at the end of the term), subject to dealer discounts based on initial monthly rental rate listed in this Agreement are based on the maximum annual percentage rate of 7.99% and shall not exceed the amounts per $1.00 of Monthly Rental Payment of: ($140.11) ($258.75) ($292.39) ($118.64) and ($1.88). For example, if the Monthly Rental Payment were $154.50, the maximum amounts are: ($21,646.84) ($39,976.56) ($45,173.51) ($18,329.72) and ($291.00). An administration fee of
   $5.00 may be charged for processing all payments except for payments made by pre-authorized debit.
6. Adjustments to Payments – The payments to be made by you hereunder will increase by up to a maximum amount of 4.99% annually, to reflect our increased services costs, on the first month of each calendar year, starting in January of next year.
7. Option to Purchase – Provided that you are not in default under this Agreement, you may elect to purchase the Product at any time during the Term on an as is, where is basis. To receive your competitive purchase price, please call the toll-free customer service number set out in this Agreement (see section 14). Provided you are not in default under this Agreement, you shall have the following options at the end of the Term (collectively, the “End of Term

Options”): (a) you may return the Product to us; or (b) you may purchase the Product for its estimated fair market value at such time, plus applicable taxes. For greater certainty, until you have selected one of the End of Term Options, you will continue to rent the Product on a month-to-month basis at the then current amount of the Monthly Rental Payment, plus applicable taxes. You must provide us with at least thirty (30) days’ prior written notice indicating which End of Term Option you have selected. If you do not provide us with the required written notice of which End of Term Option you have selected, then this Agreement will renew in accordance with section 7(a).

8. Default Changes – Interest at the rate of 24.1% per annum, compounded monthly, shall be payable on all amounts owed by you to us which are not paid when due, from their due date until paid. The following default charges are also payable under this Agreement: (a) reasonable charges in respect of legal costs we incur in collecting or attempting to collect a required payment under this Agreement; (b) reasonable charges in respect of costs, including legal costs, that we incur in realizing any security interest or protecting the Product after default under this Agreement; and (c) $50.00 reflecting the costs that we incur because a payment given by you under this Agreement has been dishonoured plus any other amounts allowed by applicable law.
9. Events of Default – You shall be in default under this Agreement upon any of the following events occurring: (a) if you fail to pay any amount under this Agreement when due; (b) if you remove or attempt to remove the Product from the Premises without our prior written consent;
   (c) if you encumber or transfer ownership or sublet the Product without our prior written consent;
   (d) if you fail to perform or observe any conditions of this Agreement; (e) if you become bankrupt or insolvent or a proceeding, voluntarily or involuntarily, in bankruptcy or insolvency is instituted against you or if another person takes possession of the Product; (f) if you allow any damage to the Product, other than that caused by normal wear and tear resulting from proper use of the Product; (g) if you are in default under any other contract, agreement, or obligation, now existing or hereafter entered into with us or any assignee of ours; (h) if any representation of warranty made by you in connection with and in this Agreement is untrue or incorrect; (i) if you sell or transfer title to the Premises without first purchasing the Product, unless we have provided our prior written consent to the assumption of your obligations under this Agreement by the party acquiring title to the Premises, in accordance with Section 16; or (j) if you die.
10. Remedies Upon Default – In the event of a default under this Agreement, any outstanding amounts payable by you under this Agreement shall become immediately due and payable and any outstanding and unpaid amount shall bear interest at the rate set out in Section 8. In addition to the foregoing, upon default we may do any or all of the following, separately or together, in any order or combination: (a) enter the Premises (or wherever the Product is located) and repossess and remove it (if necessary disconnecting it from any other property) and you waive claims for any damages to property or otherwise arising from such repossession;
    (b) without termination or being deemed to have terminated this Agreement, upon five (5) days’ prior written notice to you, sell, rent or lease the Product is such manner and for amounts and upon such terms as we may reasonably determine and apply the net proceeds against what you owe to us; and (c) require you to pay immediately on demand damages suffered by us as a result of any termination of this Agreement. These damages will be, as a genuine pre-estimate of liquidated damages for loss of a bargain and not as a penalty, equal to the aggregate of (i) the Casualty Value (as defined below) and (ii) all reasonable costs incurred by us, our assignees or agents in enforcing the terms of this Agreement. We agree to remit to you any monies collected by us from you or through our remarketing efforts; provided that the remittance shall not exceed the amount paid by you under this Section 10.
11. Damage to Premises – Should the Product be removed by us from the Premises due to your default, we shall not in any way be liable in respect of any damages to the Premises resulting from such removal or from any work done in connection with such removal.
12. Insurance – You will at your own expense, maintain, in a form acceptable to us, insurance covering the Product. We shall be named as first loss payee and the policy shall contain a clause requiring the insurer to give us prior notice of any amendments to the policy or of its cancellation. The total or partial loss of the Product or its use or possession shall not relieve you of your obligations and liabilities under this Agreement.
13. Product Risks – If the Product is lost or damaged beyond repair or is stolen or for any other reason is not available or suitable for return at any time during the Term, you will notify us of that event and, unless we agree otherwise, will immediately on demand pay to us Casualty Value less the amount of any insurance proceeds paid to us as a result of the event. The “Casualty Value” shall be equal to the total present value of all unpaid and future Monthly Rental Payments under this Agreement plus the estimated fair market value of the Product at the end of the Term, plus applicable taxes thereon. The present value will be calculated by discounting at the rate per annum equal to the remaining term Government of Canada bond rate. Upon payment of the Casualty Value, you shall acquire, without recourse or warranty, all of our right, title and interest, if any, in and to such Product.
14. Service and Maintenance of Product – Subject to the terms of this Agreement, we warrant that the Product will work for the Term. You shall be responsible for the normal care and maintenance of the Product in accordance with the manufacturer’s specifications. Failure to provide maintenance may void the warranty and you will be responsible for any costs associated with repair that result from the lack of maintenance. We may request evidence that you have carried out maintenance on the Product. Only an authorized Evolve technician may perform service or maintenance on the Product. You may contact us to perform service and maintenance on the Product by calling 1-866-668-4822. Service shall be provided according to the terms of your rental or service plan which can be found at www.evolvehomeservices.ca. 15.Assignment – Forthwith upon your execution of the Agreement of Purchase and Sale (to which this Agreement is a schedule) and this Agreement, this Agreement shall automatically be assigned and transferred by us to Evolve and, following such assignment and transfer, this Agreement will be between you and Evolve. Evolve may further assign this Agreement at its sole discretion at any time, and without the consent of or notice to you, as and by way of security
    or absolutely, all or any portion of our right, title, and interest in this Agreement, the Product described herein and in the pre-authorized debit or other payment authorization granted by you, including as security for loan or other financing arrangement, provided that we may not assign or transfer any pre-authorized debit authorization granted by you in this Agreement, directly or indirectly, by operation of law or otherwise, without providing at least ten (10) days’ prior written notice to you. You may not assign this Agreement without our prior written consent.
15. Sale of Premises – If you sell or transfer the Premises: (a) you shall provide the purchaser with prior notice that the Product installed at the Premises is owned by us and is being leased by you pursuant to this Agreement; (b) you shall provide us with prior written notice of the intended sale or transfer and the purchaser’s name; (c) the purchaser must agree in writing to lease the Product on our then current terms and conditions; and (d) all amounts you owe to us under this Agreement prior to the effective date of the sale or transfer have been paid in full. You authorize us to respond to any information requests relating to your account made by or on behalf of the purchaser.
16. Miscellaneous – (a) Further assurances. You will provide all necessary further assurances, do all acts and sign all documents as we may require from time to time to give effect to this Agreement and to protect our rights hereunder. (b) Severability. A provision of this Agreement which is void or unenforceable in any jurisdiction is, as to that jurisdiction, void only to the extent of such provision, without invalidating the remaining provisions or the invalid provision with respect to any other jurisdiction. (c) Interpretation. The captions, titles and section numbers appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope of intent of this Agreement or its effect. In this Agreement, unless the context otherwise requires, references to the Product shall be interpreted as referring to each Product if there is more than one Product. (d) Governing law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and federal laws of Canada applicable therein. (e) Time of essence. Time is of the essence of this Agreement. (f) Entire agreement. This document constitutes the entire agreement between you and us with respect to its subject matter and may be amended only by written documentation signed by you and us. (g) Remedies cumulative. All of our rights are cumulative and not alternative and may be exercised by us separately or together in any part or combination. (h) Information requests. Information requests by any person(s) other than you shall be verified and subject to reasonable administration charges as set from time to time by us. (i) Copy and delivery of agreement. We will retain a copy of this Agreement in

electronic form only. The email address provided by you is your correct email address and you agree that the delivery of an electronic copy of this Agreement, including portable document format, shall constitute delivery under all applicable law including, without limitation, the Consumer Protection Act, 2002 (Ontario). You agree that a facsimile and/or imaged copy is enforceable in a court of law. (j) Counterparts. This Agreement may be signed in any number of counterparts, each of which is an original, and all of which taken together constitute one single document. (k) No solicitation. You acknowledge this Agreement was not solicited by us and that you have requested the Product.

18. Consent to Disclosure and Sharing of Personal Information and Credit Investigation – You authorize us, our affiliates and anyone else acting for us to collect, hold, use, exchange and disclose your personal information to confirm your identity, to evaluate your creditworthiness, to administer this Agreement, to perform internal statistical analysis, to assign or securitize any amounts payable by you under this Agreement, or as otherwise required or permitted by law. You hereby authorize us to conduct financial and credit investigation for the purposes of approval, maintenance and enforcement of this Agreement or any judgement obtained by us as a result of any default hereunder and to obtain any information required from any source and each source is hereby authorized to provide such information to us. This includes, but is not limited to, us obtaining information from any credit or depositary facilities. We may obtain such information at any time before or during the Term or after termination of this Agreement in the event any monies remain owing to us. All matters surrounding our collection, use and disclosure of your personal information are set out in our Privacy Policy, a copy of which is available on our website at www.evolvehomeservices.ca, or upon making a request to us in writing to our address at 6 Eglinton Ave. East, Suite 200, Toronto, Ontario, M4P 1A6 Tel: 1-866-668-4822.
19. Pre-Authorized Debit Payment – You shall make your payments in accordance with this pre-authorized debit (“PAD”) agreement. Please attach a “VOID” cheque to this Agreement. You hereby authorize us to debit your bank account specified below and/or as indicated in the enclosed “VOID” cheque (the “Account”) for the then Total Monthly Rental Payment or the then Monthly Rental Payment plus applicable taxes, as are then payable by you under this Agreement and you further authorize us to debit the Account for payment in variable amounts with respect to amounts owing to us from time to time arising under or in connection with this Agreement. For certainty, this PAD agreement does not provide for the authorization of any sporadic PAD. Regular monthly rental payments will be debited from the Account on or around the 1st or 15th of the month in the amount of the then Total Monthly Rental Payment or the then Monthly Rental Payment plus applicable taxes, as the case may be, as provided for in this Agreement. You confirm that you have the authority under the terms of the Account agreement to authorize debits to the Account. You shall inform us in writing of any change in the information related to the Account not less than ten (10) days before the next PAD is scheduled from the Account. This PAD agreement provides for the issuance of personal PADs. You agree to waive your right to receive: (a) any confirmation containing the details of this PAD authorization, and (b) any pre-notification of the amount of the PAD. You further agree that you do not require advance notice of the amount of PADs before the debit is processed. For certainty, as to any payment amount that is variable, you agree to waive any requirement that we provide you with pre-notification of such payment amount. You may cancel the authorization provided pursuant to this PAD agreement by providing us with at least fifteen (15) days’ notice before the next PAD is scheduled from the Account. You may obtain a sample cancellation form, or further information on your right to cancel this PAD agreement, at your financial institution or by visiting www.payments.ca. You have certain recourse rights if any debit does not comply with this PAD agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit www.payments.ca. Termination by you of the authorization granted pursuant to this PAD agreement shall not terminate your obligations to us under this Agreement and, upon any such termination, you must make payments owing under this Agreement using another payment method acceptable to us. For purposes of this PAD agreement, you can contact us at 6 Eglinton Ave. East, Suite 200, Toronto, Ontario, M4P 1A6 Tel:1-866-668-4822.