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(d) No other approval, consent or withholding of objection is required
<br />from any federal, state or local governmental authority or instrumentality
<br />with respect to the entering into or performance by Lessee of the Agreement
<br />or any Schedule and the transactions contemplated thereby',
<br />(a) Lessee fails to pay any Rent or other amounts payable under this
<br />Agreement or any Schedule within 15 days after the date such payment is
<br />due;
<br />(b) Any representation or warranty made by Lessee to Lessor in connection
<br />(e) Lessee has complied with such public bidding requirements and other with this Agreement, any Schedule or any other Docxmrents Is at the time
<br />state and federal laws as may be applicable to the Agreement and any made materially untrue or € correct;
<br />Schedule and the acquisition by Lessee of the Products;
<br />(I) The entering into and performance of the Agreement or any Schedule
<br />Wit not (i) violate any judgment, order, law or regulation applicable to
<br />Lessee; (i) result in any breach of, or constitute a default under, any
<br />instrument to which the Lessee is a party or by which it or its assets may be
<br />bound; or (II) result In the creation of any lien, charge, security Interest or
<br />other encumbrance upon any assets of the Lessee or on the Products, other
<br />than those created pursuant to this Agreement;
<br />(g) There are no actions, suits, proceedings, inquiries or investigations, at
<br />law or In equity, before or by any court, public board or body, pending or
<br />threatened against or affecting Lessee, nor to the best of Lessee's
<br />knowledge and belief Is there any basis therefor, which If detenNned
<br />adversely to Lessee will have a material adverse effect on the ability of
<br />Lessee to fulfill Its obligations under the Agreement or any Schedule;
<br />(h) The Products are essentlai to the proper, efficient and economic
<br />operation of Lessee or to the services which Lessee provides to Its citizens.
<br />Lessee expects to make immediate use of the Products, for which it has an
<br />immediate need that is neither temporary nor expected to diminish during the
<br />applicable Lease Tern. The Products wilt be used for the sole purpose of
<br />perfornft one or more of Lessee's governmental or proprietary functions
<br />consistent within the permissible scope of Lessee's authority, and
<br />() Lessee has, In accordance with the requirements of law, fully
<br />budgeted and appropriated sufficient funds to make all Rent payments and
<br />other obligations under this Agreement and any Schedule during the current
<br />Fiscal Period, and such funds have not been expended for other purposes.
<br />12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
<br />LIMITATIONS ON LIABILITY; FINANCE LEASE.
<br />(a) Provided no Event of Default has occurred and is cortttnuing, Lessor
<br />assigns to Lessee for the Lease Term the benefit of any Product warranty and
<br />right of return provided by any Seller.
<br />(b) LESSEE ACKNOWLEDGES THAT LESSOR DID NOT SELECT,
<br />MANUFACTURE, SUPPLY OR LICENSE ANY PRODUCT AND THAT
<br />LESSEE HAS MADE THE SELECTION OF PRODUCTS BASED UPON ITS
<br />OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON
<br />STATEMENTS MADE BY LESSOR OR ITS AGENTS, LESSOR LEASES
<br />THE PRODUCTS AS-IS AND MAKES NO WARRANTY, EXPRESS,
<br />IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY
<br />WARRANTIES OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A
<br />PARTICULAR PURPOSE. LESSEE HEREBY WAIVES ANY CLAIM IT
<br />MIGHT HAVE AGAINST LESSOR OR ITS ASSIGNEE FOR ANY LOSS,
<br />DAMAGE OR EXPENSE CAUSED BY OR WITH RESPECT TO ANY
<br />PRODUCTS.
<br />(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY ACTUAL,
<br />SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
<br />ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY SCHEDULE
<br />OR THE SALE, LEASE OR USE OF ANY PRODUCTS EVEN iF LESSOR IS
<br />ADVISED IN ADVANCE OF THE POSSIBILITY OR CERTAINTY OF SUCH
<br />DAMAGES AND EVEN IF LESSEE ASSERTS OR ESTABLISHES A
<br />FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
<br />PROVIDED IN THIS AGREEMENT.
<br />(d) Lessee agrees that it is the intent of both parties that each lease qualify
<br />as a statutory finance lease under Art€de 2A of the UCC. Lessee
<br />acknowledges either (s) that Lessee has reviewed and approved any vMuen
<br />supply contract covering the Products purchased from the Seller for lease to
<br />Les or (fl that Lessor has Informed or advised Lessee, in writing, either
<br />previously or by this Agreement, that Lessee may have rights tinder the supply
<br />contract evidencing Lie purchase of the Products and that Lessee should
<br />contact the Seller for a description of any such rights. TO THE FULLEST
<br />EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
<br />ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY
<br />ARTICLE 2AOF THE UGC.
<br />13. EVENTS OF DEFAULT.
<br />It shall be an event of default hereunder and under any Schedule ("Event of
<br />Default`) it
<br />(c) Lessee fails to comply with any other obligation or provision of this
<br />Agreement or any Schedule and such failure shall have continued for 30 days
<br />after notice from Lessor;
<br />(d) Lessee () is generally not paying its debts as they become due or (It)
<br />takes action for the purpose of invoking the protection of any bankruptcy or
<br />Insolvency law, or any such law is invoked against or with respect to Lessee or
<br />its property and such petition Is not dismissed within 60 days;
<br />(e) Any provision of this Agreement ceases to be valid and binding on
<br />Lessee, is declared null and void, or its validity or enforceability is contested
<br />by Lessee or any governmental agency or authority whereby the loss of such
<br />provision would materially adversely affect the rights or security of Lessor, or
<br />Lessee denies any further liability or obligation under this Agreement; or
<br />(f) Lessee is in default under any other lease, contract, or obligation now
<br />existing or hereafter entered Into with Lessor or Seller or any assignee of
<br />Lessor.
<br />14. REMEDIES; TERMINATION.
<br />(a) Upon an Event of Default under any Schedule, all of Lessee's rights
<br />(Including its rights to the Products), but not Its obligations thereunder, shall
<br />automatically be canceled without notice and Lessor may exercise one or
<br />more of the following remedies in its sole discretion:
<br />() require Lessee to return any and all such Products In accordance
<br />with Section 8, or ff requested by Lessor, to assemble the products In a single
<br />location designated by Lessor and to grant Lessor the might to enter the
<br />premises where such Products are located (regardless of where assembled)
<br />for ttha purpose of repossession;
<br />(io sell, lease or otherwise dispose of any or all Products (as agent and
<br />attorney -in -fact for Lessee to the extent necessary) upon such terns and In
<br />such marcher (at public or private safe) as Lessor deems advisable in its sole
<br />discretion CDisposttion');
<br />(k) declare imxnedlately due and payable as a pre- estimate of liquidated
<br />damages for loss of bargain and not as a penalty, the Stipulated Loss Value of
<br />the Products In lieu of any further Rent, in which event Lessee shall pay such
<br />amount to Lessor within 10 days after the date of Lessees demand; or
<br />(rv) proceed by appropriate court action either at law or in equity
<br />(Including action for specific performance) to enforce the performance by
<br />Lessee or recover damages associated with such Event of Default or exercise
<br />any other remedy available to lessor in law or In equity.
<br />(b) Lessee shall pay all costs and expenses arising or incurred by Lessor,
<br />including reasonable attorney fees, in connection with or related to an went
<br />of Default or the repossession, transportation, re- furbishing, storage and
<br />Disposition of any or all Products ('Default Expenses`}. In the event Lessor
<br />recovers proceeds (net of Default Expenses) from its Disposition of the
<br />Products, Lessor shall credit such proceeds against the owed S'ti'pulated Loss
<br />Value. Lessee shall remain liable to Lessor for any deficiency. Wth respect
<br />to this Section, to the extent the proceeds of the Disposition (net of Default
<br />Expenses) exceed the Stipulated Loss Value owed under the Lease, or
<br />Lessee has paid Lessor Lie Stipulated Loss Value, the Default Expenses and
<br />all other amounts owing under the Lease, Lessee shall be entitled to such
<br />excess and shall have no further obligations with resped to such Lease. All
<br />rights of Lessor are cumulative and not alternative and may be exercised by
<br />Lessor separately or together.
<br />15. QUIET ENJOYMENT.
<br />Lessor shall not Interfere with Lessee's right to possession and quiet
<br />enjoyment of Products during the relevant Lease Term, provided no Event of
<br />Default has occurred or is continuing. Lessor represents and warrants that as
<br />of the Commencement Date of the applicable Schedule, Lessor has the right
<br />to lease the Products to Lessee.
<br />16. INDEMNIFICATION.
<br />To the extent permitted by law, Lessee shall indemnify, defend and hold
<br />Lessor, its assignees, and their respective officers, directors, employees,
<br />representatives and agents harmless from and against, all claims, liabUdes,
<br />costs or expenses, Including legal fees and expenses (collectively, 'Claims),
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