Resolution 2010-76 - Laserfiche WebLink

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attorney -in -fact during the Lease Term, so long as Lessee shall not be in default hereunder, to assert from time to time whatever claims and rights including warranties of the Equipment which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment, and not against Lessor or its assigns, nor shall such matter have any effect whatsoever on the rights and obligations of Lessee or Lessor with respect to this Lease. Lessee expressly acknowledges that Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability of any such warranties of the Vendor of the Equipment. Section 10.03. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Lease. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operations involving any item of the Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provided, however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of Lessor, adversely affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this Lease. ARTICLE XI ASSIGNMENT, SUBLEASING, MORTGAGING AND SELLING Section 11.01. Assignment by Lessor. This Lease, and the obligations of Lessee to make payments hereunder, may be assigned and reassigned in whole or in part to one or more assignees or sub - assignees; Lessee recognizes and acknowledges that at closing hereunder Lessor has assigned its rights and remedies to N /A, and that Lessee has received duplicate original counterpart of the document by which such assignment has been made. No subsequent assignment or reassignment of any of Lessor's right, title, or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a duplicate original counterpart of the document by which such assignment or reassignment is made, disclosing the name and address of each such assignee. Section 11.02. Assignment and Subleasing by Lessee. This Lease and the interest of Lessee in the Equipment may not be assigned or sublet by Lessee for any reason without the express written consent of Lessor; provided, however, that no such consent by Lessor shall relieve Lessee of its obligations hereunder. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.01. Events of Default Defined. The following shall be "events of default" under this Lease and the terms "event of default" and "default" shall mean, whenever they are used in this Lease, any one or more of the following events: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified therein; and (b) Failure by Lessee to observe and perform any covenant, condition or agreement on 9