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CHASE Q <br />23 <br />SOFTWARE ACQUISITION SCHEDULE ADDENDUM <br />Lease Schedule No: 1000136287 <br />Lessee: ORANGE COUNTY BOARD OF EDUCATION <br />Reference is made to the above Lease Schedule ( "Schedule ") and to the Master Lease- Purchase Agreement ( "Master Lease ") <br />identified in the Schedule, which are by and between JPMORGAN CHASE BANK, N.A. ( "Lessor ") and the above lessee <br />( "Lessee "). As used herein: "Lease" shall mean the Schedule and the Master Lease, but only to the extent that the Master Lease relates <br />to the Schedule. This Schedule Addendum amends and supplements the terms and conditions of the Lease. Unless otherwise defined <br />herein, capitalized terms defined in the Lease shall have the same meaning when used herein. <br />1. In order to induce Lessor to enter into the Lease, Lessee represents and warrants to Lessor as follows: <br />(a) the Equipment includes a substantial amount of software, technology applications, other proprietary information and <br />installation services associated with the acquisition of such property ( "Software "); <br />(b) useful economic life of the Software exceeds the Lease Term by at least 12 months; <br />(c) the term of the agreements (collectively, "License Agreements ") pursuant to which Lessee receives the licenses or other rights to <br />use the Software from the Supplier(s) of the Software (hereinafter, each such Supplier referred to as a "Licensor ") exceeds the useful <br />economic life of the Software; and <br />(d) all of the costs of acquiring, licensing and installing the Software which are payable under the License Agreements and which <br />are included in the amount financed under the Lease are properly chargeable to the capital account of Lessee and properly identified as <br />capital expenditures by Lessee. <br />2. In order to induce Lessor to enter into the Lease, Lessee covenants and agrees as follows: <br />(a) Upon Lessor's request from time to time, Lessee will provide to Lessor complete and accurate copies of all License Agreements <br />and documentation related thereto with respect to any Software; <br />(b) All License Agreements shall remain in full force and effect during the Term of the Lease and Lessee shall not suffer or permit <br />the termination or cancellation any License Agreement; <br />(c) Lessee is solely responsible for the performance of all obligations of Lessee under the License Agreements, including, but not <br />limited to, providing any applicable financing notice to Licensor; <br />(d) each Licensor remains solely responsible for the performance of all obligations of the Licensor under the applicable License <br />Agreements; <br />(e) Lessor has no obligations of any kind to Lessee or to any Licensor under any License Agreement or in connection with any <br />Software; <br />(f) If an Event of Default or a Non - Appropriation Event occurs under the Lease, then in addition to all other rights and remedies <br />available to Lessor under the Master Lease, Lessee shall cease to use or operate any Software and Lessee shall remove all Software from <br />any equipment used or operated by Lessee; and <br />(g) NO DEFECT IN OR UNFITNESS OF ANY SOFTWARE AND NO FAILURE TO DELIVER OR INSTALL ANY <br />SOFTWARE AND NO FAILURE IN THE PERFORMANCE OF ANY SOFTWARE SHALL RELIEVE LESSEE OF ANY <br />OBLIGATION UNDER THE LEASE OR ANY OBLIGATION TO PAY RENT PAYMENTS WHEN DUE. <br />Page 1 of 2 <br />