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<br /> "/,c.,,
<br /> Lessor, of any kind or character, direct or indirect, contingent or absolute, whether now existing or hereafter
<br /> arising or incurred. This Agreement constitutes a security agreement and/or pledge agreement which pledges
<br /> the Equipment to the Lessor to secure perfonnance of this Agreement by Lessee. Lessor shall have all of the
<br /> rights and remedies of a secured party under the Unifonn Commercial Code of the State of Texas (the "State")
<br /> and other applicable law in addition to all of its rights and remedies under the tenns and conditions hereof
<br /> Lessee agrees to execute and file Unifonn Commercial Code Financing Statements and any and all other
<br /> documents and instruments necessary to perfect Lessor's interest in this Lease, the Equipment and the
<br /> payments due hereunder. Upon termination of this Lease, subject to the exercise by Lessee of any purchase
<br /> option, if any, hereunder, Lessee shall, without charge to Lessor, take all actions necessary and reasonably
<br /> requested by Lessor to transfer ownership of the Equipment to Lessor, including, without limitation, transfer
<br /> of title under the Certificate(s).
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<br /> 7. REPRESENfATIONS. WARRANTIES AND COVENA1~TS OF LESSEE. Lessee represents,
<br /> warrants and covenants to Lessor as follows:
<br /> a. Lessee is and will remain, to the ex'tent within Lessee's control, a body corporate and politic,
<br /> duly organized and existing as a political subdivision under the Constitution and laws of the State.
<br /> b. Lessee is fully authorized and permitted, and has received all authorizations, consents and
<br /> approvals of governmental bodies or agencies necessary, if any, to enter into this Lease and to execute any and
<br /> all documentation required herein, to lease the Equipment upon the tenns set forth herein and to perfonn the
<br /> tenns of this Lease and all other documents executed in connection herewith, none of which conflicts with any
<br /> provisions of the Constitution or laws of the State, regulations, ordinances, judgments or orders of public
<br /> authorities applicable to Lessee. .
<br /> .
<br /> c. The governing body of Lessee has heretofore adopted the resolution attached hereto as
<br /> Exhibit "B" and incorporated herein by reference authorizing the appropriate officials of Lessee to execute and
<br /> deliver this Lease and all other documents relating hereto.
<br /> d. This Lease, and all other documents executed or delivered in connection herewith are, and
<br /> throughout the tenn of this Lease shall remain, valid and binding legal obligations of Lessee, and each is and
<br /> shall remain enforceable in accordance with its tenns.
<br /> e. The execution, delivery and perfonnance by Lessee of this Lease and all other documents
<br /> - relating hereto will not result in any breach of the tenns or conditions of any agreement or instrument under
<br /> which Lessee is a party or is obligated, and Lessee is not in default in the perfonnance or observance of any
<br /> obligations, covenants or conditions of any such agreement or instrument.
<br /> f No actions, suits or proceedings are pending or threatened against Lessee, nor, to the best
<br /> of Lessee's knowledge, is there any basis therefor, that might adversely affect the payment .by Lessee of the
<br /> rental payments under this Lease, the performance by Lessee of its other obligations arising hereunder or under
<br /> any documents executed in connection herewith, or the financial condition, business or operations of Lessee
<br /> except as otherwise may be noted in Exhibit "D" attached.
<br /> a All financial statements and budgets, if any, previously given and at any time hereafter given
<br /> ::;r by or on behalf of Lessee are and shall be true, complete and correct as of the date thereof and do and shall
<br /> fairly present Lessee's financial condition as of the date thereof, and there has been no material adverse change
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