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(3) the execution, delivery and performance of the Lease, the Escrow Agreement
<br />and this Assignment Agreement by the Corporation do not contravene any provision of the
<br />Articles of Incorporation or Bylaws or the Corporation and do not and will not result in any
<br />breach of or constitute a default under any indenture, mortgage, contract, agreement or
<br />instrument to which Assignor is a party or by which it or its property is bound;
<br />(4) the Corporation has good title to the Lease and the Escrow Agreement and good
<br />right to sell and transfer the same;
<br />(5) the Lease is a legal, valid and binding obligation of the Corporation, as Lessor, in
<br />connection with the financing of the Equipment in the ordinary course of business, enforceable
<br />in accordance with their terms, subject only to applicable bankruptcy, insolvency,
<br />reorganization, moratorium and similar laws affecting the rights of creditors generally and
<br />subject to the availability of equitable remedies;
<br />(6) assuming due authorization and truthfulness of the representations and warranties
<br />of the City, the Lease, to the best of the knowledge of the Corporation, is a legal, valid and
<br />binding obligation of the City, as Lessee, in connection with the financing of the Equipment in
<br />the ordinary course of business, enforceable in accordance with their terms, subject only to
<br />applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the
<br />rights of creditors generally and subject to the availability of equitable remedies;
<br />(6) true and complete copies of the Lease, Escrow Agreement, and all documents,
<br />attachment, and exhibits thereto have been delivered to the Investor and contain or describe the
<br />entire agreement acid all material documents made or given in connection with the Lease
<br />Documents, and no representations or inducements not contained therein have been made or
<br />given by the Corporation;
<br />(7) the original counterpart of the Lease constituting chattel paper is in the
<br />possession of the Corporation or its legal counsel and will be delivered to the Investor
<br />following Closing. There are no other executed counterparts thereof, and, by virtue of the
<br />Corporation's agreement to deliver the Lease to the Investor on a post- closing basis, the
<br />Investor will have obtained title to the Lease, Escrow Agreement and Escrow Fund at the
<br />Closing Date;
<br />(8) the Lease, Escrow Fund and the Equipment are free of any liens, claims,
<br />encumbrances, defenses, offsets and counterclaims, real or claimed arising by, through or
<br />under the Corporation, except for the security interest in the Equipment created by the Lease
<br />itself and security interest in the Escrow Fund created by the Escrow Agreement;
<br />(9) all statements of fact and unpaid balances shown in the Lease and Escrow
<br />Agreement are true and correct;
<br />(10) the Lease, Escrow Agreement, and this Assignment Agreement are in full force
<br />and effect;
<br />(11) to the best of the Corporation's knowledge, the Corporation has complied,
<br />and the Lease complies, with all applicable Federal, State and municipal laws, rules or
<br />regulations having the force of law regarding leases;
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