2025.04.15

1. This rental agreement is dated as of the date of the related
electronic transaction initiated on PRLCo.com and entered into
between T. R. Wurster Construction Co. Inc. dba PRL Co. (“PRL
Co”) and the PRLCO.com customer listed in the electronic
transaction. (“Customer”). The information included in the electronic
transaction and these terms and conditions constitute the
Agreement between the parties (the “Agreement”). The Site
Address is listed in the PRLCo.com electronic transaction and the
Yard is located at 21222 Bryant Street, Canoga Park, CA 91304.
Indicate on the electronic transaction page if Customer requests
drop off of the Equipment at the Site Address without written
receipt.
2. DEFINITIONS.   “Authorized Users” are those individuals that
Customer directly or indirectly allows to use the Equipment, who
are properly trained to use the Equipment and are not under the
influence of any drugs, alcohol, substances or otherwise impaired.
“Customer” is identified in Section 1. and includes any of its
representatives, agents, officers, employees or anyone completing
the electronic transaction on Customer’s behalf. “Environmental
Fee” is the charge described in Section 17. “Equipment” is the
equipment, supplies, and/or services identified earlier, together with
all replacements, repairs, additions, modifications, improvements,
attachments and accessories and all future Equipment rented by
Customer. “Incident” is any fine, citation, theft, accident, casualty,
loss, vandalism, injury, death or damage to person or property,
claimed by any person or entity that appears to have occurred in
connection with the Equipment. Equipment is considered “Lost”
when it is either stolen, its location is unknown, or Customer is
unable to recover it for a period of 30 days. “MSLP” is the
Equipment Vendor’s suggested retail list price on or about the date
of the Incident relating to the Equipment. “One Shift,” means not
more than 8 hours per day, maximum 40 hours per week. “Ordinary
Wear and Tear” means normal deterioration considered reasonable
in the equipment rental industry for One Shift use. “Pick-Up
Number” is the number Customer obtains from PRL Co evidencing

the Customer’s call to pick up Equipment. “Rental Period”
commences when the Equipment is delivered to Customer or the
Site Address and continues until the Equipment is returned to the
Yard or picked up by PRL Co during normal business hours,
provided Customer has otherwise complied with this Agreement.
“RPP” is the rental protection plan described in Section 11. “Site
Address” is the location that Customer represents the Equipment
will be located during the Rental Period identified earlier. “Vendor”
means the manufacturer or supplier of the Equipment or any other
person as well as agents or dealers of the manufacturer or supplier
from whom PRL Co arranged Customer’s acquisition of the
Equipment pursuant to this Agreement. “Yard” is the PRL Co
location identified earlier.
3. TERMS.  Customer’s completion of the electronic transaction
and/or taking possession of the Equipment shall be deemed
acceptance of the terms herein. All of the terms herein are
incorporated into this and all past and future agreements between
PRL Co and Customer upon Customer’s receipt of PRL Co’s
Equipment under those agreements. Any reference in Customer's
purchase order or other Customer document to other terms that
shall control this transaction shall be void. Customer rents the
Equipment from PRL Co pursuant to this Agreement. This
Agreement is a true lease. The Equipment (a) is and shall remain
the personal property of PRL Co and (b) shall not be affixed to any
other property.
4. PERMITTED USE.  Customer understands and agrees that PRL
Co has no control over the manner in which the Equipment is
operated during the Rental Period by Customer or any third party
that Customer implicitly or explicitly permits. Customer warrants
that: (a) prior to each use, Customer shall inspect the Equipment to
confirm that it is in good condition, without defects, includes
readable decals and operating and safety equipment or instructions
and is suitable for Customer’s intended use; (b) any apparent agent
at the Site Address is authorized to accept delivery of the
Equipment (and if Customer requests, Customer authorizes PRL
Co to leave the Equipment at the Site Address without requirement
of written receipt); (c) Customer shall immediately notify PRL Co if
the Equipment is Lost, damaged, unsafe, disabled, malfunctioning,
levied upon, threatened with seizure, or if any Incident occurs; (d)

Customer has received from PRL Co all information needed or
requested regarding the operation of the Equipment; (e) PRL Co is
not responsible for providing operator or other training unless
Customer specifically requests in writing and PRL Co agrees to
provide such training (Customer being responsible to obtain all
training that Customer desires prior to the Equipment’s use); (f) only
Authorized Users shall use and operate the Equipment; (g) the
Equipment’s use shall be in a careful manner, in compliance with all
operating and safety instructions provided on, in or with the
Equipment and all applicable federal, state and local laws, permits
and licenses, including but not limited to, OSHA, as revised; and (h)
the Equipment shall be kept in a secure location and kept in good
repair and working order in accordance with Vendor’s
recommendations (PRL Co shall have no responsibility to maintain,
repair or make improvements or additions to the Equipment except
as otherwise specified in Section 6, below.).
5. PROHIBITED USE. Customer shall not (a) alter or cover up any
decals or insignia on the Equipment or remove any operating or
safety equipment or instructions; (b) move the Equipment from the
Site Address without PRL Co’s written consent; (c) use the
Equipment in a careless, negligent, illegal, unauthorized or abusive
manner, or in any publication (print, audiovisual or electronic); or (d)
allow the use of the Equipment by any unauthorized individual
(Customer acknowledges that the Equipment may be dangerous if
used improperly or by untrained parties).
6. MAINTENANCE. Customer shall perform routine maintenance on
the Equipment, including routine inspections and maintenance of
fuel and oil levels, grease, cooling system, water, batteries, cutting
edges, and cleaning in accordance with the Vendor’s specifications.
All other maintenance or repairs may only be performed by PRL Co
or its agents, but PRL Co has no responsibility during the Rental
Period to inspect or perform any maintenance or repairs unless
Customer requests a service call. If PRL Co determines that repairs
to the Equipment are needed, other than Ordinary Wear and Tear,
Customer shall pay the full repair charges and rental of the
Equipment until the repairs are completed. PRL Co has the right at
all reasonable times during regular business hours to enter into and
upon the property of Customer for the purpose of inspecting the
Equipment wherever the Equipment is located. Customer warrants

that Customer has the authority to and hereby grants PRL Co and
its agents the right to enter the physical location of the Equipment
for the purposes set forth herein. PRL Co shall be responsible for
repairs needed because of Ordinary Wear and Tear. Customer
agrees that repair or replacement of the Equipment is Customer’s
exclusive remedy for PRL Co’s breach of this Section.
Notwithstanding PRL Co’s service commitment, if Customer
breaches this Agreement, PRL Co shall have no obligation to stop
the Rental Period, commence repairs or rent other equipment to
Customer until Customer or its agent agrees to pay for such
charges.
7. CUSTOMER LIABILITY. DURING THE RENTAL PERIOD,
CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE
POSSESSION, CONTROL OR USE OF THE EQUIPMENT,
INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY,
DEATH, RENTAL CHARGES, THEFT, LOSSES, DAMAGES AND
DESTRUCTION, INCLUDING CUSTOMER TRANSPORTATION,
LOADING AND UNLOADING, WHETHER OR NOT THE
CUSTOMER IS AT FAULT. After an Incident, Customer shall (a)
immediately notify PRL Co, the police, if necessary, and
Customer’s insurance carriers; (b) secure and maintain the
Equipment and the surrounding premises in the condition existing
at the time of such Incident until PRL Co or its agents investigate;
(c) immediately submit copies of all police or other third party
reports to PRL Co; and (d) as applicable, pay PRL Co, in addition
to other sums due herein, the rental rate for Equipment until the
repairs are completed or Equipment replaced plus either (i) the
MSLP or (ii) the full charges of repairs of damaged Equipment.
Accrued rental charges shall not be applied against these amounts.
PRL Co shall have the immediate right, but not obligation, to
reclaim any Equipment involved in any Incident.
8. NO WARRANTIES.  PRL CO DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS
DURABILITY, VALUE, DESIGN, CONDITION,
MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF
THE EQUIPMENT ON AN “AS IS, WHERE IS” BASIS, WITH
“ALL FAULTS” AND WITHOUT ANY RECOURSE

WHATSOEVER AGAINST PRL CO AND
ITS REPRESENTATIVES, AGENTS, OFFICERS, AND
EMPLOYEES. CUSTOMER ASSUMES ALL RISKS
ASSOCIATED WITH THE EQUIPMENT AND RELEASES PRL CO
AND ITS REPRESENTATIVES, AGENTS, OFFICERS, AND
EMPLOYEES FROM ALL LIABILITIES AND DAMAGES
(INCLUDING LOST PROFITS, PERSONAL INJURY, AND
SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES) IN
ANY WAY CONNECTED WITH THE EQUIPMENT, ITS
OPERATION OR USE OR ANY DEFECT OR FAILURE THEREOF
OR A BREACH OF PRL CO’S OBLIGATIONS HEREIN.IN NO
EVENT SHALL PRL CO AND ITS REPRESENTATIVES,
AGENTS, OFFICERS, AND EMPLOYEES BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS
AGREEMENT, THE EQUIPMENTOR THE EXISTENCE,
FURNISHING, FUNCTIONING
9. RELEASE AND INDEMNIFICATION. TO THE FULLEST EXTENT
PERMITTED BY LAW, CUSTOMER INDEMNIFIES, RELEASES,
HOLDS PRL CO AND ITS REPRESENTATIVES, AGENTS,
OFFICERS, AND EMPLOYEES HARMLESS AND AT PRL CO’S
REQUEST, DEFEND PRL CO AND ITS REPRESENTATIVES,
AGENTS, OFFICERS, AND EMPLOYEES (WITH COUNSEL
APPROVED BY PRL CO), FROM AND AGAINST ALL
LIABILITIES, CLAIMS, LOSSES, DAMAGES, AND EXPENSES
(INCLUDING ATTORNEY’S AND/OR LEGAL FEES AND
EXPENSES) HOWEVER ARISING OR INCURRED, RELATED TO
ANY INCIDENT, DAMAGE TO PROPERTY, INJURY OR DEATH
OF, ANY PERSON, CONTAMINATION OR ALLEGED
CONTAMINATION, OR VIOLATION OF LAW OR REGULATION
CAUSED BY OR CONNECTED WITH THE (a) USE,
POSSESSION OR CONTROL OF THE EQUIPMENT DURING
THE RENTAL PERIOD OR (b) BREACH OF THIS AGREEMENT,
WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR
PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY
INDEMNIFIED HEREIN AND ANY OF THE FOREGOING
ARISING OR IMPOSED IN ACCORDANCE WITH THE
DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. CUSTOMER
ALSO AGREES TO WAIVE ITS WORKERS’ COMPENSATION
IMMUNITY, TO THE EXTENT APPLICABLE. CUSTOMER’S

INDEMNITY OBLIGATIONS SHALL SURVIVE THE EXPIRATION
OR TERMINATION OF THIS AGREEMENT. All of Customer’s
indemnification obligations under this paragraph shall be joint and
several.
10. INSURANCE. During the Rental Period, Customer shall maintain,
at its own expense, the following minimum insurance coverage: (a)
general liability insurance of not less than $1,000,000 per
occurrence, including coverage for Customer’s contractual liabilities
herein such as the release and indemnification clause contained in
Section 9; (b) property insurance against loss by all risks to the
Equipment, in an amount at least equal to the MSLP thereof, unless
RPP is elected and paid for at the time of rental; (c) worker’s
compensation insurance as required by law; and (d) automobile
liability insurance (including comprehensive and collision coverage,
and uninsured/underinsured motorist coverage), in the same
amounts set forth in subsections (a) and (b), if the Equipment is to
be used on any roadway. Such policies shall be primary, non-
contributory, on an occurrence basis, contain a waiver of
subrogation, name PRL Co and its agents as an additional insured
(including an additional insured endorsement) and loss payee, and
provide for PRL Co to receive at least 30 days prior written notice of
any cancellation or material change. Any insurance that excludes
boom damage or overturns is a breach. Customer shall provide
PRL Co with certificates of insurance evidencing the coverages
required above and evidencing PRL Co named as an additional
insured prior to any rental delivery and any other time upon PRL
Co’s request. To the extent PRL Co carries any insurance, PRL
Co’s insurance will be considered excess insurance. The insurance
required herein does not relieve Customer of its responsibilities,
indemnification, or other obligations provided herein, or for which
Customer may be liable by law or otherwise.
11. RENTAL PROTECTION PLAN. Customer’s repair or replacement
responsibility in Sections 6 and 7 is modified by the RPP and PRL
Co shall limit the amount PRL Co collects from Customer for the
Equipment loss, damage or destruction to the following amounts for
each piece of Equipment: (a) 10% of the MSLP for Lost Equipment,
up to a maximum of $500 per piece of Equipment; (b) 10% of the
repair charges for incidental or accidental damage to Equipment,
up to a maximum of $500 per piece of Equipment; (c) charges in

excess of $50 per tire for tire repairs; and (d) nothing for the rental
charges which would otherwise accrue during the period when
damaged or destroyed Equipment is being repaired or replaced by
PRL Co or Lost Equipment is being replaced; provided however,
the foregoing RPP liability reduction only applies if the Conditions
are satisfied and an Exclusion does not apply. The RPP is NOT
INSURANCE and does NOT protect Customer from liability to PRL
Co or others arising out of possession, control or use of the
Equipment, including injury or damage to persons or property. THE
RPP IS A CONTRACTUAL MODIFICATION OF CUSTOMER’S
LIABILITY. All of the following “Conditions” must be satisfied for
the RPP and the corresponding liability reduction to apply: (i)
Customer accepts the RPP in advance of the rental; (ii) Customer
pays 15% of the gross rental charges as the fee for the RPP (plus
applicable taxes); (iii) Customer fully complies with the terms of this
Agreement; (iv) Customer’s account is current at the time of the
loss, theft, damage or destruction of the Equipment; and (v) none of
the Exclusions apply. Customer assumes the Exclusion risks,
meaning that if any Exclusion occurs, the RPP does NOT reduce
the liability of Customer to PRL Co for the loss, theft, damage or
destruction resulting from such Exclusion. “Exclusions” shall
mean loss, theft, damage or destruction of the Equipment: (A) due
to intentional misuse; (B) caused by Lost Equipment not reported
by Customer to the police within 48 hours of discovery, and
substantiated by a written police report (promptly delivered to PRL
Co); (C) due to floods, wind, storms, earthquakes or other Acts of
God; and (D) accessories or Equipment for which Customer is not
charged the RPP fee. THE EXCLUSIONS REMAIN THE
LIABILITY OF CUSTOMER AND ARE NOT MODIFIED BY THE
RPP. RPP IS REFLECTED ON THE AGREEMENT AS PART OF
CUSTOMERS ESTIMATED CHARGES UNLESS CUSTOMER
HAS ELECTED TO DECLINE RPP IN WRITING OR MADE
OTHER CONTRACTUAL ARRANGEMENTS. Notwithstanding
anything to the contrary in this Agreement, if Lost Equipment is
later recovered, PRL Co retains ownership of the Equipment
regardless of any payments made by Customer or Customer’s
insurance company with respect to such Equipment, all of which
payments are non-refundable. Customer agrees to promptly return
any Equipment that is recovered. PRL Co shall be subrogated to
Customer’s rights to recover against any person or entity relating to

any loss, theft, damage or destruction to the Equipment. Customer
shall cooperate with, assign PRL Co all claims and proceeds
arising from such loss, theft, damage or destruction, execute and
deliver to PRL Co whatever documents are required and take all
other necessary steps to secure in PRL Co such rights, at
Customer’s expense.
12. RENTAL RATES. The total charges specified in this Agreement
are: (a) estimated based upon Customer’s representation of the
estimated Rental Period identified herein (rental rates beyond the
estimated Rental Period may change) and other information
conveyed by Customer to PRL Co; and (b) for the Equipment’s use
for One Shift, unless otherwise noted. Weekly and 4 week rental
rates shall not be prorated. Rental charges accrue during
Saturdays, Sundays and holidays. The rental rates do not include
and Customer is responsible for, (i) all consumables, fees, licenses,
present and future taxes and any other governmental charges
based on Customer’s possession and/or use of the Equipment,
including additional fees for more than One Shift use; (ii) delivery
and pickup charges to and from the Yard, including but not limited
to any freight, transportation, delivery, pickup and surcharge fees
listed in this Agreement; (iii) maintenance, repairs and
replacements to the Equipment as provided herein; (iv) a cleaning
fee if required; (v) miscellaneous charges, such as fees for lost
keys and RPP; (vi) fuel used during the Rental Period and for
refueling Equipment as described below; (vii) fines for use of dyed
diesel fuel in on-road Equipment; and (viii) a Environmental Fee
(see https://prlco.com/pages/fees) and (ix) Transportation
Surcharge (see https://prlco.com/pages/7_transportation ). The
convenience charge for off road diesel fuel does not include
governmental motor fuel taxes or charges. PRL Co collects these
fees as revenue and uses them at its discretion.

1. PAYMENT. Customer shall pay amounts due, without any offsets, in full at the
time of rental, unless PRL Co approves Customer’s executed credit application
(credit customers must pay, upon receipt of PRL Co’s invoice). Customer must
notify PRL Co in writing of any disputed amounts, including credit card charges,
within 15 days after the receipt of the invoice/Agreement or Customer shall be
deemed to have irrevocably waived its right to dispute such amounts. At PRL
Co’s discretion, any credit account with a delinquent balance may be placed on a
cash basis, deposits may be required and the Equipment may be picked up

without notice. Due to the difficulty in fixing actual damages caused by late
payment, Customer agrees that a service charge equal to the lesser of 1.5% per
month or the maximum rate permitted by law shall be assessed on all delinquent
accounts, until paid in full. Customer shall pay a fee of $75 for each check
returned for lack of sufficient funds to compensate PRL Co for its overhead for
processing missed payment. Deposits will only be returned after all amounts are
paid in full. Customer agrees that if a credit card is presented to pay for charges
or to guarantee payment, Customer authorizes PRL Co to charge the credit card
all amounts shown on this Agreement and charges subsequently incurred by
Customer, including but not limited to, loss of or damage to the Equipment and
extension of the Rental Period.
2. RETURN OF EQUIPMENT. PRL Co may terminate this Agreement at any time,
for any reason. At the end of the Rental Period, the Equipment shall be returned
to PRL Co in the same condition it was received, less Ordinary Wear and Tear
and free of any hazardous materials and contaminants. Customer will continue to
be responsible for rental and other charges after the Rental Period if the
Equipment is not returned in the condition required herein. If PRL Co delivered
the Equipment to Customer, Customer shall notify PRL Co that the Equipment is
ready to be picked up at the Site Address and obtain a Pick-Up Number, which
Pick-Up Number Customer should keep as proof of the call; provided Customer
remains liable for any loss, theft, damage to or destruction of the Equipment until
PRL Co confirms that the Equipment is returned in the condition required herein.
Customer will not be charged the rental charges after the date the Pick-Up
Number is given, provided Customer has otherwise complied with this
Agreement. No pickups occur on Sundays or statutory holidays and Saturday
pickups are dependent on specific Yard hours. If Customer picked up Equipment,
Customer shall return Equipment to the same Yard during that Yard’s normal
business hours. If the Equipment is not returned by the estimated end of the
Rental Period specified earlier, Customer agrees to pay the applicable rental rate
for the Equipment until the end of the Rental Period.
3. PURCHASES. If this Agreement identifies any Equipment, materials or other
items that is to be purchased by Customer, PRL Co sells and delivers such items
to Customer on an “AS IS, WHERE IS” basis, with all faults and without any
warranties (other than Vendor warranties, if any) in consideration for Customer’s
payment to PRL Co of the full purchase price of the item, PRL Co retains title to
the item until Customer has paid in full.
4. DEFAULT. Customer shall be in default if PRL Co deems itself insecure or if
Customer: (a) fails to pay sums when due; (b) breaches any Section of this
Agreement; (c) becomes a debtor in a bankruptcy proceeding, goes into

receivership, takes protection from its creditors under any insolvency legislation,
ceases to carry on business, or has its assets seized by any creditor; (d) fails to
insure the Equipment as required, or otherwise places the Equipment at risk; (e)
fails to return Equipment immediately upon PRL Co’s demand; or (f) is in default
under any other agreement with PRL Co. If a Customer default occurs, PRL Co
shall have, in addition to all rights and remedies at law or in equity, the right to
enter the premises where the Equipment is located and retake possession of the
Equipment without judicial process or prior notice or require Customer at
Customer’s expense to promptly return any or all of such Equipment to the
possession of PRL Co at the Yard or such other location that PRL Co shall
specify. Customer shall pay all of PRL Co’s costs, including reasonable costs of
collection, court costs, attorneys and legal fees, incurred in exercising any of its
rights or remedies herein. The use of false identification to obtain Equipment or
the failure to return Equipment by the end of the Rental Period may be
considered theft, subject to criminal prosecution and civil liability where
permitted, pursuant to applicable laws. PRL Co shall not be liable due to seizure
of Equipment by order of governmental authority. CUSTOMER WAIVES ANY
RIGHT OF ACTION AGAINST PRL CO OR ITS REPRESENTATIVES,
AGENTS, OFFICERS, AND EMPLOYEES FOR SUCH REPOSSESSION.
5. ENVIRONMENTAL FEE. To promote a clean and sustainable environment, PRL
Co takes various measures to comply with applicable environmental regulations,
as well as with PRL Co’s own policies. PRL Co also incurs a wide range of
environmental related expenses (both direct and indirect). These expenses may
include services such as waste disposal, construction and maintenance of
cleaning facilities, acquisition of more fuel-efficient equipment, as well as, labor
costs, administration costs, etc. To help defray these and other costs, PRL Co
assesses an Environmental Fee, plus applicable taxes thereon in connection with
certain rentals. The Environmental Fee is not a tax or governmentally mandated
charge, and is not designated for any particular use or placed in an escrow
account, but is a charge that PRL Co collects as revenue and uses at its
discretion.
6. FUEL. For Equipment that uses fuel, Customer has three options: (a) Prepay
Fuel Option - Customer may purchase a full tank of fuel for the Equipment at the
start of the rental, in which case a “convenience charge” will appear on this
Agreement (calculated by multiplying the estimated fuel capacity of Equipment by
the Prepay per gallon rate). As an added benefit, Customer may return the
Equipment full of fuel and the convenience charge will be refunded (however, if
not returned full, Customer will not obtain any credit for fuel left in the Equipment
upon return); (b) Pay on Return Option - if Customer returns Equipment with less

fuel than when received, Customer shall pay a refueling charge (calculated by
multiplying gallons required to refill tank with fuel to level when received, by the
Pay on Return per gallon rate); and (c) Return Full Option – if Customer returns
the Equipment with at least as much fuel as when it was received (most PRL Co
Equipment comes with a full tank of fuel, but not all), no fuel charge will be
assessed. The cost of Customer refueling Equipment itself will generally be lower
than the Prepay Fuel Option or the Pay on Return Option; however these options
each allow for the convenience of not refueling.
7. LIMITATION OF PRL CO’S LIABILITY. IN CONSIDERATION OF THE RENTAL
OF EQUIPMENT, CUSTOMER AGREES THAT PRL CO’S LIABILITY UNDER
THIS AGREEMENT, INCLUDING ANY LIABILITY ARISING FROM PRL CO’S,
PRL CO’S REPRESENTATIVES, AGENTS, OFFICERS, AND EMPLOYEES,
OR ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY,
PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A RESULT OF
ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL
RENTAL CHARGES PAID BY CUSTOMER UNDER THIS AGREEMENT.
8. JURY TRIAL WAIVER. IN ANY DISPUTE ARISING OUT OF, IN CONNECTION
WITH, OR IN ANY WAY PERTAINING TO THIS AGREEMENT, CUSTOMER
AND PRL CO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHT TO A TRIAL BY JURY, THIS WAIVER BEING A
MATERIAL INDUCEMENT TO ENTERING INTO THIS AGREEMENT.
9. ARBITRATION AGREEMENT & CLASS ACTION WAIVER. AT THE ELECTION
OF CUSTOMER OR PRL CO, ANY DISPUTE ARISING OUT OF, IN
CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT
SHALL BE SETTLED BY ARBITRATION BROUGHT IN THE PARTY’S
INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN A PURPORTED
CLASS OR REPRESENTATIVE CAPACITY, ADMINISTERED BY THE
AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL
ARBITRATION RULES OR BY JAMS PURSUANT TO ITS STREAMLINED
ARBITRATION RULES AND PROCEDURES AND JUDGEMENT ON THE
AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF. THERE SHALL BE NO RIGHT
OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR TRIED ON A
CLASS ACTION BASIS.
10. COMPLIANCE WITH EXPORT AND IMPORT LAWS. Removal of the
Equipment from the United States (“U.S.”) is prohibited under this Agreement. If
Customer desires or causes the transport and/or operation of the Equipment
outside of the U.S., Customer must (a) obtain PRL Co’s consent prior to taking

such action, and (b) execute an amendment to this Agreement, which
amendment is incorporated herein. If Customer exports or re-exports without
complying with the above sentence, Customer agrees that (i) the Equipment is
subject to and must comply with all applicable export laws, including but not
limited to the Export Administration Regulations; and (ii) Customer is responsible
for: (A) determining whether and obtaining if necessary, export or re-export
licenses or other authorizations as required prior to exporting or re-exporting the
Equipment, (B) obtaining any required documentation necessary for return of the
Equipment, and (C) ensuring no unauthorized transfers or diversions of the
Equipment occur. Refer to www.bis.doc.gov for information.
11. VENDOR’S WARRANTIES. PRL Co hereby irrevocably appoints Customer its
agent and attorney-in-fact during the term of this Agreement, so long as
Customer shall not be in default under this Agreement, to assert from time to
time whatever claims and rights (including without limitation warranties) relating
to the Equipment that PRL Co may have against Vendor. Customer’s sole
remedy for the breach of such warranty, indemnification or representation shall
be against Vendor of the Equipment, and not against PRL Co. Any such matter
shall not have any effect whatsoever on the rights of PRL Co with respect to this
Agreement, including the right to receive full and timely payments under this
Agreement. Customer hereby acknowledges that PRL Co makes, and has made,
no representations or warranties whatsoever as to the existence or the
availability of such warranties by PRL Co.
12. ASSIGNMENT AND SUBLEASING BY CUSTOMER, None of Customer’s right,
title, and interest in, to and under this Agreement or any portion of the Equipment
may be assigned or encumbered by Customer for any reason.
13. GOVERNING LAW.  The parties expressly and irrevocably agree: (a) this
Agreement, including any related tort claims, shall be interpreted and governed
by the laws of California, without regard to any conflicts of law principles and (b)
if any Section of this Agreement is prohibited by any law, such Section shall be
ineffective to the extent of such prohibition, without invalidating the remaining
Sections.
14. MISCELLANEOUS. This Agreement constitutes the entire agreement of the
parties regarding the Equipment and may not be modified except by written
amendment signed by the parties. Customer’s obligations hereunder shall
survive the termination of this Agreement. This Agreement and all of Customer’s
rights in and to the Equipment are subordinate to all rights, title and interest of all
persons (including PRL Co’s lenders) who have rights in the Equipment.
Headings are for convenience only. To the extent that any terms in this

Agreement conflict, the parties agree that the more specific terms control. A copy
of this Agreement shall be valid as the original. Any failure by PRL Co to insist
upon strict performance of any Section of this Agreement shall not be construed
as a waiver of the right to demand strict performance in the future. Customer and
the person signing this Agreement represent that: (a) they both have full authority
to execute, deliver and perform this Agreement and (b) this Agreement
constitutes a legal, valid and binding obligation of Customer, enforceable in
accordance with its terms.
15. NOTICES. All notices, certificates or other communication under this Agreement
shall be sufficiently given and shall be deemed given when delivered or mailed
by registered mail, postage prepaid, or delivered by overnight currier, or sent by
facsimile transmission (with electronic confirmation) to the parties hereto at the
addresses immediately after the signatures to this Agreement (or at such other
address as either party hereto shall designate in writing to the other for notice to
such party).
16. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be
binding upon PRL Co and Customer and their respective successors and
assigns.
17. SEVERABILITY. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate or render unenforceable any other provision hereof.