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survive the end of the Lease Term) and any Interest in the Products shall
<br />cease and l essee shall surrender the Products in accordance with Section
<br />8. Notwithstanding the foregoing, Lessee agrees that, without creating a
<br />pledge, Pen or encumbrance upon funds available to Lessee in other than
<br />Its current Fiscal Period, it Wit use Its best efforts to take all action
<br />necessary to avoid termination of a Schedule, including making budget
<br />requests for each Fiscal Period during each applicable Lease Tern for
<br />adequate funds to meet its Lease obligations and to continue the Schedule
<br />in force.
<br />(c) Lessor and Lessee Intend that the obligation of Lessee to pay Rent
<br />and other amounts due under a Lease constitutes a current expense of
<br />Lessee and is not to be construed to be a debt in contravention of any
<br />applicable constitutional or statutory limitation on the creation of
<br />indebtedness or as a pledge of funds beyond Lessee's current Fiscal
<br />Period.
<br />6, LICENSED MATERIALS.
<br />Software means any operating system software or computer programs
<br />inducted with the Products (collectively, "Software'). 'licensed Maleriats` are
<br />arty manuals and documents, end user license agreements, evidence of
<br />licenses, including %gthout limitation, any certificate of authenticity and other
<br />media provided in connection with such Software, all as delivered with or
<br />affixed as a label to the Products. Lessee agrees that this Agreement and any
<br />Lease (including the safe of any Product pursuant to any purchase option)
<br />does not grant any We or interest In Software or Licensed Materials. Any use
<br />of the terms 'sell,' "purchase," "license," 'lease," and the take In this
<br />Agreement or any Schedule with respect to Licensed Materials shall be
<br />interpreted in accordance with this Section 6.
<br />7. USE; LOCATION; INSPECTION.
<br />Lessee shall (a) comply with all terms and conditions of any licensed
<br />Materials and (b) possess and operate the Products only n in accordance
<br />with the Seller's supply contract and any service provider maintenance and
<br />operating manuals, documentation and applicable laws; and (i) for the
<br />business purposes of Lessee. Lessee agrees not to crave Products from the
<br />locations) specified in the Schedule without providing Lessor with at least 30
<br />days prior written notice, and then only to a location within the continental
<br />United States and at Lessee's expense. Without notice to Lessor, Lessee
<br />may temporanly use laptop computers at other locations, including outside the
<br />United States, provided Lessee oompites with the United States Export
<br />Control Administration Ad of 1879 and the Export Administration Act of
<br />1985, as those Acts are amended from time to time (or any successor or
<br />similar legislation). Provided Lessor complies with Lessee's reasonable
<br />security requirements, Lessee shall allow Lessor to inspect the premises
<br />Mere the Products are located from time to time during reasonable hours
<br />after reasonable notice in order to confirm Lessee's compliance with its
<br />obligations under this Ag reement.
<br />8. RETURN.
<br />At the expiration or earlier termination of any Schedule, and except for
<br />Products purchased pursuant to any purchase option under the Lease, if arty,
<br />Lessee will (a) remove all proprietary data from the Products; and (b) return
<br />them to Lessor at a place within the contiguous United States designated by
<br />Lessor. Upon return of the Products, Lessee's right to the operating system
<br />Software in returned Products will terminate and Lessee will return the
<br />Products with the original certificate of autherhticlty (altar hed and unaltered) for
<br />the original operating system Software. Lessee agrees to deinstall and
<br />package the Products for return in a manner winch will protect them from
<br />damage. Lessee shall pay all costs associated with the packaging and
<br />return of the Products and shall promptly reimburse Lessor for all costs and
<br />expenses for missing or damaged Products or operating system Software.
<br />If Lessee fails to return all of the Products at the expiration of the Lease
<br />Term or earlier termination (other than for non - appropriation) In accordance
<br />with this Section, the Lease Term with respect to the Products that are not
<br />returned shall continue to be renewed as described in the Schedule.
<br />9. RISK OF LOSS; MAINTENANCE; INSURANCE.
<br />(a) From the Ume the Products are delivered to Lessees ship to location
<br />until the Products are returned to Lessor's designated return location or
<br />purchased by Lessee, Lessee agrees: (i to assume the risk of loss or damage
<br />to the Products; (It) to maintain the Products in good operating condition and
<br />appearance, ordinary wear and tear excepted, (iii) to comply with all
<br />requirements necessary to enforce all warranty rights; and (iv) to promptly
<br />repair any repairable damage to the Products. For the Lease Term, Lessee
<br />shall ensure that the Products are covered by a manufadurer approved
<br />maintenance agreement or, with Lessor's prior consent. are self - maintained in
<br />accordance with the standards set forth herein. Al alt times, Lessee shall
<br />provide the following insurance: (x) casualty toss Insurance for the Products for
<br />no less than the Stipulated Loss Value (defined below) naming Lessor as a loss
<br />payee: (y) llabiity Insurance with respect to the Products for no less than an
<br />amount as required by Lessor, with Lessor named as an additional Insured;
<br />and (z) such other insurance as may be required by law which names Lessee
<br />as an insured and Lessor as an additional Insured. Upon Lessor's prior written
<br />consent, Lessee may provide this insurance pursuant to Lessee's existing self
<br />insurance pokey or as provided for under state law. lessee shall provide
<br />Lessor whth either an annual certificate of third party insurance or a written
<br />deWpbon of its self insurance policy or relevant law, as applicable. The
<br />certificate of Insurance x111 prnv€de that Lessor shall receive at least ten (10)
<br />days prior written notice of any material change to or cancellation of the
<br />Insurance pofrcy or Lessee's self4nsuranoe program If previously approved by
<br />Lessor. If lessee does not give Lessor evidence of insurance In accordance
<br />with the standards herein, Lessor has the right, but not the obligation, to obtain
<br />such Insurance covering Lessors Interest in the Products for the Lease Term.
<br />Including renewals. ti Lessor obtains such insurance, Lessor will add a
<br />monthly, quarterly or annual charge (as appropriate) to the Rent to reimburse
<br />Lessor for the insurance premium and Lessor's then current Insurance
<br />administrative fee.
<br />(b) If the Products are lost, stolen, destroyed, damaged beyond repair or
<br />in the event of any condemnation, confiscation, seizure or expropriation of
<br />such Products (Casualty Produclsj Lessee shall promptly m notify Lessor
<br />of the same and OD pay to Lessor the Stipulated Loss Value for the Casualty
<br />Products. The Stipulated Loss Value is an amount equal to the sum of (a) all
<br />Rent and other amounts then due and ovdng (including interest at the
<br />Overdue Rate from the due date until payment is received) under the Lease,
<br />plus (b) the present value of all fiuture Rent to become due under the Lease
<br />during the remainder of the Lease Term, plus (c) the present value of the
<br />estimated in place Fair Market Value of the Product at the end of the
<br />Primary Term as determined by Lessor, plus (d) all other amounts to
<br />become due and owing during the remaining Lease Tent, finless priced as
<br />a tax-exempt Schedule, each of (b) and (c) shall be calculated using the
<br />federal funds rate target reported in the Wall Street Journal on the
<br />Commencement Date of the applicable Schedule. The discount rate
<br />applicable to fax - exempt Schedules shall be federal funds rate target
<br />reported In the Wall Street Journal on the Commencement bate of the
<br />applicable Schedule less 100 basis points.
<br />10. ALTERATIONS.
<br />Lessee shall, at its expense, make such alterations to the Products during the
<br />Lease Term as are legally required or provided at no charge by Seller.
<br />Lessee may make other alterations, additions or Improvements to the
<br />Products proms that any alteration, addition or Improvement shall be readily
<br />removable and shall not materially impair the value or utility of the Products.
<br />Upon the return of any Product to Lessor, any alteration, addition or
<br />improvement that is not removed by Lessee shall become the property of
<br />Lessor free and clear of all Pens and encumbrances.
<br />11. REPRESENTATIONS AND WARRANTIES OF LESSEE.
<br />Lessee represents, warrants and covenants to Lessor and will provkfe to
<br />Lessor at Lessor's request all documents deemed necessary or appropriate
<br />by Lessor, including Cortificates of Insurance, financial statements, Secretary
<br />or Cleric CerH Hates, essential use Information or documents (such as
<br />affidavits, notices and similar Instruments in a form satisfactory to Lessor) and
<br />Opinions of Counsel (in substantially such form as provided to Lessee by
<br />Lessor and othenvLse satisfactory to Lessor) to the effect that, as of the time
<br />Lessee enters into this Agreement and each Schedule that
<br />(a) Lessee is an entity duly organized and existing under and by virtue of
<br />the authorizing statute or constitutional provisions of its state and Is a state or
<br />political subdivision thereof as described In Section 103(x) of the Internal
<br />Revenue Coda of 1986, as amended, and the regulations promulgated
<br />thereunder as in effect and applicable to the Agreement or any Schedule, with
<br />hull power and authority to enter Into this Agreement and any Schedules and
<br />perform an of Its obligations under the Leases;
<br />(b) This Agreement and each Schedule have been duty authorized,
<br />authenticated and delivered by Lessee by proper action of its governing
<br />board at a regularly convened meeting and attended by the requisite
<br />majority of board members, or by other appropriate official authentication,
<br />as applicable, and all requirements have been met and procedures have
<br />occurred In order to ensure the validity and enforceability of this Agreement
<br />against Lessee;
<br />(c) This Agreement and each Schedule constitute the valid, legal and
<br />binding obligations of Lessee, enforceable in accordance with their terns:
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