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Late Payment. i. For any payment not received by Xerox within ten (10) days after the due date, Xerox may charge, and Customer agrees to pay, interest at a rate established pursuant to § 55.03(1), Florida Statutes, and Non -Affiliated Eligible Entities agree to pay the highest rate allowed by applicable law, or, absent such law, the rate of 1.5% per month, as reasonable collection costs. ii. Neither party shall withhold or set-off any payment due to the other party under this Agreement or any Order, or any other agreement against any actual or alleged claim such party may have against the other under this Agreement or any Order, or any other agreement between the parties. GEN 1.3 Taxes a. Charges are exclusive of any and all Transaction Taxes. Unless Xerox has received proof of Customer's tax exempt status, Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox's invoice. Customer shall not be responsible for Excluded Taxes. If a taxing authority determines that Xerox did not collect all Transaction Taxes, Customer shall remain liable to Xerox for such additional Transaction Taxes until six (6) months after the expiration of the statute of limitations (as extended) for such Transaction Tax. b. The State of Florida, and Customer as a state agency, is a tax immune sovereign and exempt from the payment of all sales, use or excise taxes. Xerox shall pay all personal property taxes on leased equipment, if applicable, and all taxes based upon net income. C. Xerox and Customer each agree to take commercially reasonable steps to cooperate with each other in order to minimize Taxes (including Transaction Taxes and Withholding Taxes) imposed with respect to the transactions contemplated by this Agreement to the extent permissible under applicable law. GEN 1.4 Mainframe Equipment Rebate Within sixty (60) days following the end of each calendar quarter, Xerox will pay an incentive rebate to the Customer for all mainframe units of Equipment installed hereunder in that quarter. The rebate will be equal to six percent (6%) of the "load price" (with such "load price" being the USF Purchase Price, as shown in the related Major Account Lease Pricing Exhibit) for all such Equipment. GEN 1.5 Notices Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been given upon receipt or refusal if: (i) delivered personally, by courier or by express service; (ii) mailed by registered or certified mail postage prepaid; or (iii) sent by facsimile followed by a hard -copy confirmation, to the respective addresses of the parties set forth below or as may be otherwise designated by like notice from time to time. If to Xerox: Xerox Corporation 1511 N Westshore Blvd Suite 225 Tampa, FL 33607 Attention: Christopher McPherson Telephone: 813-636-4509 With a copy to: Xerox Corporation 45 Glover Avenue Norwalk, CT 06856 Attention: Office of General Counsel FI. -University of So. Florida Master Agreement 9 11/24/2011 76