HOLMAN CAPITAL CORPORATION (HOLMAN)

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(12) the City has no right to prepay the Rental Payments except as expressly provided in the Lease; (13) upon execution and delivery of this Assignment Agreement and, if applicable, any UCC -I financing statement (and the due and timely filing thereof at the sole cost and expense of the Investor), the Investor will have free and unencumbered title to the Lease and the Escrow Agreement and a valid and enforceable first priority security interest in the Equipment and the Escrow Fund, (14) the Assigned Property has not been and will not be pledged, assigned or otherwise encumbered by the Corporation to any person other than the Investor; (15) the Corporation shall have no authority to and will not, without the Investor's prior written consent, accept payment of any sum hereafter due under the Lease or Escrow Agreement, repossess or consent to the return of the Equipment or modify the terms of any Lease Document; (16) the Investor may, in the name of the Corporation, endorse any Rental Payments or other remittances received with respect to the Lease or Escrow Agreement; (17) to the best of the Corporation's knowledge, there is no dispute between the City and any vendor of Equipment relating to the performance of such vendor under its contract to manufacture, deliver or furnish Equipment; (18) the City has not failed to accept, or failed to provide a certificate of acceptance with respect to, any Equipment delivered to it and either paid for or reimbursed from Lease Proceeds in the Escrow Fund; (19) the City has not asserted any set -off, counterclaim or defense with respect to its obligations owed to the Corporation to perform in accordance with the terms of the Lease, and (20) to the best of the Corporation's knowledge, there has been no default in the performance of any other material obligation thereunder or breach of any other material term therein by the City or the Corporation. Section 4. Covenants. (A) Nonimpairment of Lease. The Corporation agrees that it (1) shall not have any right to amend, modify, compromise, release, enforce, terminate or permit prepayment of the Lease or any Lease Document, and (2) shall not take any action that may impair the payment of Rental Payments or other amounts due under the Lease or the validity or enforceability of any Lease Document. (B) Rental Payments. If the Corporation receives any Rental Payments or other amount due under the Lease Documents, then the Corporation shall receive such payments in trust for the Investor and shall immediately deliver the same to the Investor in the form received, duly endorsed by the Corporation for deposit by the Investor. (C) Further Assurances. The Corporation shall execute and deliver to the Investor such documents, in form and substance reasonably satisfactory to the Investor, and the Corporation shall take