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-5- <br />“Vendor” means the manufacturer, installer or supplier of the Equipment or any other <br />person as well as the agents or dealers of the manufacturer, installer or supplier with whom <br />Lessee arranged Lessee’s acquisition, installation, maintenance and/or servicing of the <br />Equipment, and includes, without limitation, Climatec, LLC (“Climatec”). <br />“Vendor Agreement” means any contract entered into by Lessee and any Vendor for the <br />acquisition, installation, maintenance and/or servicing of the Equipment, and includes, without <br />limitation, the Climatec Contract. <br />ARTICLE II <br />Section 2.01. Representations and Covenants of Lessee. Lessee represents, covenants and <br />warrants for the benefit of Lessor on the date hereof as follows: <br />(a) Lessee is a political subdivision of the State within the meaning of <br />Section 103(c) of the Code, duly organized and existing under the constitution and laws <br />of the State, with full power and authority to enter into the Related Documents and the <br />transactions contemplated thereby and to perform all of its obligations thereunder. <br />(b) Lessee has duly authorized the execution and delivery of the Related <br />Documents by proper action of its governing body at a meeting duly called, regularly <br />convened and attended throughout by the requisite quorum of the members thereof, or by <br />other appropriate official approval, and all requirements have been met and procedures <br />have occurred in order to ensure the validity and enforceability of the Related <br />Documents. <br />(c) No event or condition that constitutes, or with the giving of notice or the <br />lapse of time or both would constitute, an Event of Default exists at the date hereof. No <br />Event of Non-appropriation has occurred or is threatened with respect to this Agreement. <br />(d) Lessee will do or cause to be done all things necessary to preserve and <br />keep in full force and effect its existence as a city of the State. <br />(e) Lessee has complied with such procurement and public bidding <br />requirements as may be applicable to the Related Documents and the acquisition and <br />installation by Lessee of the Equipment. <br />(f) During the Lease Term, the Equipment will be used by Lessee only for the <br />purpose of performing essential governmental or proprietary functions of Lessee <br />consistent with the permissible scope of Lessee’s authority. Lessee does not intend to <br />sell or otherwise dispose of the Equipment or any interest therein prior to the last Rental <br />Payment (including all Renewal Terms) scheduled to be paid hereunder. <br />(g) Lessee has kept, and throughout the Lease Term shall keep, its books and <br />records in accordance with generally accepted accounting principles and practices <br />consistently applied, and shall deliver to Lessor (i) annual audited financial statements <br />284