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10. ALTERATIONS.
<br />Lessee shall, at its expense, make such alterations to 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
<br />Products provided that any alteration, addition or improvement shall be
<br />readily removable and shall not materially impair the value or utility of the
<br />Products. Upon the return of any Product to Lessor, any alteration,
<br />addition or improvement that is not removed by Lessee shall become the
<br />property of Lessor free and clear of all liens and encumbrances.
<br />11. REPRESENTATIONS AND WARRANTIES OF LESSEE.
<br />Lessee represents, warrants and covenants to Lessor and will provide to
<br />Lessor at Lessor's request all documents deemed necessary or
<br />appropriate by Lessor, including Certificates of Insurance, financial
<br />statements, Secretary or Clerk Certificates, essential use information or
<br />documents (such as affidavits, notices and similar instruments in a form
<br />satisfactory to Lessor) and Opinions of Counsel (in substantially such form
<br />as provided to Lessee by Lessor and otherwise satisfactory to Lessor) to
<br />the effect that, as of the time Lessee enters into this Agreement and each
<br />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
<br />state or political subdivision thereof as described in Section 103(a) of the
<br />Internal Revenue Code of 1986, as amended, and the regulations
<br />promulgated thereunder as in effect and applicable to the Agreement or
<br />any Schedule, with full power and authority to enter into this Agreement
<br />and any Schedules and perform all of its obligations under the Leases;
<br />(b) This Agreement and each Schedule have been duly 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
<br />Agreement against Lessee;
<br />(c) This Agreement and each Schedule constitute the valid, legal and
<br />binding obligations of Lessee, enforceable in accordance with their terms;
<br />(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
<br />Agreement or any Schedule and the transactions contemplated thereby;
<br />(e) Lessee has complied with such public bidding requirements and
<br />other state and federal laws as may be applicable to the Agreement and
<br />any Schedule and the acquisition by Lessee of the Products;
<br />(f) The entering into and performance of the Agreement or any Schedule
<br />will not (i) violate any judgment, order, law or regulation applicable to
<br />Lessee; (ii) 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
<br />be bound; or (iii) result in the creation of any lien, charge, security interest
<br />or other encumbrance upon any assets of the Lessee or on the Products,
<br />other than those created pursuant to this Agreement;
<br />(g) There are no actions, suits, proceedings, inquiries or investigations,
<br />at law or in equity, before or by any court, public board or body, pending
<br />or threatened against or affecting Lessee, nor to the best of Lessee's
<br />knowledge and belief is there any basis therefor, which if determined
<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 essential to the proper, efficient and economic
<br />operation of Lessee or to the services which Lessee provides to its
<br />citizens. Lessee expects to make immediate use of the Products, for
<br />which it has an immediate need that is neither temporary nor expected to
<br />diminish during the applicable Lease Term. The Products will be used for
<br />the sole purpose of performing one or more of Lessee's governmental or
<br />proprietary functions consistent within the permissible scope of Lessee's
<br />authority; and
<br />(i) Lessee has, in accordance with the requirements of law, fully
<br />budgeted and appropriated sufficient funds to make all Rent payments
<br />and other obligations under this Agreement and any Schedule during the
<br />current Fiscal Period, and such funds have not been expended for other
<br />purposes.
<br />12. WARRANTY ASSIGNMENT; EXCLUSION OF WARRANTIES;
<br />LIMITATION OF LIABILITY; FINANCE LEASE.
<br />(a) Provided no Event of Default has occurred and is continuing, Lessor
<br />assigns to Lessee for the Lease Term the benefit of any Product warranty
<br />and any 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
<br />ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE
<br />ON STATEMENTS MADE BY LESSOR OR ITS AGENTS. LESSOR
<br />LEASES THE PRODUCTS AS -IS AND MAKES NO WARRANTY,
<br />EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, BUT NOT
<br />LIMITED TO, ANY WARRANTIES OF DESIGN, MERCHANTABILITY,
<br />OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY
<br />WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR OR ITS
<br />ASSIGNEE FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY OR
<br />WITH RESPECT TO ANY 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
<br />SCHEDULE OR THE SALE, LEASE OR USE OF ANY PRODUCTS
<br />EVEN IF LESSOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OR
<br />CERTAINTY OF SUCH DAMAGES AND EVEN IF LESSEE ASSERTS
<br />OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY
<br />LIMITED REMEDY PROVIDED IN THIS AGREEMENT.
<br />(d) Lessee agrees that it is the intent of both parties that each lease
<br />qualify as a statutory finance lease under Article 2A of the UCC. Lessee
<br />acknowledges either (1) that Lessee has reviewed and approved any
<br />written supply contract covering the Products purchased from the Seller
<br />for lease to Lessee or (ii) that Lessor has informed or advised Lessee, in
<br />writing, either previously or by this Agreement, that Lessee may have
<br />rights under the supply contract evidencing the purchase of the Products
<br />and that Lessee should contact the Seller for a description of any such
<br />rights. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
<br />LESSEE HEREBY WAIVES ALL RIGHTS AND REMEDIES
<br />CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UCC.
<br />13. EVENTS OF DEFAULT.
<br />It shall be an event of default hereunder and under any Schedule ("Event
<br />of Default") if:
<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 that such
<br />payment is due;
<br />(b) Any representation or warranty made by Lessee to Lessor in
<br />connection with this Agreement, any Schedule or any other Document is
<br />at the time made materially untrue or incorrect;
<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
<br />days after notice from Lessor;
<br />(d) Lessee (i) is generally not paying its debts as they become due or (ii)
<br />takes action for the purpose of invoking the protection of any bankruptcy
<br />or insolvency law, or any such law is invoked against or with respect to
<br />Lessee or its property and such petition is not dismissed within 60 days; or
<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
<br />contested by Lessee or any governmental agency or authority whereby
<br />the loss of such provision would materially adversely affect the rights or
<br />security of Lessor, or Lessee denies any further liability or obligation
<br />under this Agreement; or
<br />Reference: 1844711999-60992
<br />Master Lease Agreement - Public_NOV2018 Page 3 of 5
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