October 15, 2012 - City of Laredo
October 15, 2012 - City of Laredo October 15, 2012 - City of Laredo
een delivered and installed, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor an "Acceptance Certificate" in the form attached hereto as Exhibit E. (b) Lessee shall deliver to Lessor original invoices (and proof of payment of such invoices) and bills of sale (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. Section 5.02. Quiet Enjoyment of Equipment. So ssee is not in default hereunder, neither Lessor nor any entity claiming by, through Lessor, shall interfere with Lessee's quiet use and enjoyment of the Equipment durin moved or relocated from the location specified for it i e without Lessor's rs to enter into operate or maintain the Equipment be installed, used, operated or maintained) improperly, carelessly, i or in a manner contrary to s, if any, necessary for the es to comply in all respects xecutive, administrative, or validity or application of any and keep the Equipment in good repair and recommended by the manufacturer. Lessor to pay any costs necessary for the manufacturer to re- manufacturer's maintenance upon the return of the Less y item of Equipment or install any accessory, equipment or device on an it ent if that would impair any applicable warranty, the originally intended function o ue of that Equipment. All repairs, parts, accessories, equipment and devices furnished, a to or installed on any Equipment, excluding temporary replacements, shall thereupon become subject to the security interest of Lessor. Section 6.01. Title to the Equipment. During the Lease Term, and so long as Lessee is not in default under Article XI1 hereof, all right, title and interest in and to each item of the Equipment shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof. Lessee shall at all times protect and
defend, at its own cost and expense, its title in and to the Equipment from and against all claims, liens and legal processes of its creditors, and keep all Equipment free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default or upon termination of this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor's option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee's interest therein, and upon Section 10.01, Lessor's security interest or other interest in the Equipment shall term deliver to Lessee such documents as Lessee may request to termination of Lessor's security interest in the Equipment. Section 6.02. Security Interest. As addit interest constituting a first lien on (a) the Equi to time in the Acquisition Fund and (c) any an authorizes Lessor to file (and Lessee agrees to exe which Lessor deems necessary or ap ack arrangement of such real estate without the prior if Lessor or its assigns is furnished with a waiver of ARTICLE VII Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Equipment free of all levies, liens, and encumbrances except those created by this Agreement. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to such Equipment. Lessee shall pay
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een delivered and installed, Lessee shall promptly accept such Equipment and evidence said<br />
acceptance by executing and delivering to Lessor an "Acceptance Certificate" in the form<br />
attached hereto as Exhibit E.<br />
(b) Lessee shall deliver to Lessor original invoices (and pro<strong>of</strong> <strong>of</strong> payment <strong>of</strong> such<br />
invoices) and bills <strong>of</strong> sale (if title to such Equipment has passed to Lessee) relating to each item<br />
<strong>of</strong> Equipment accepted by Lessee.<br />
Section 5.02. Quiet Enjoyment <strong>of</strong> Equipment. So ssee is not in default<br />
hereunder, neither Lessor nor any entity claiming by, through Lessor, shall interfere<br />
with Lessee's quiet use and enjoyment <strong>of</strong> the Equipment durin<br />
moved or relocated from the location specified for it i e without Lessor's<br />
rs to enter into<br />
operate or maintain the Equipment be installed, used, operated or<br />
maintained) improperly, carelessly, i or in a manner contrary to<br />
s, if any, necessary for the<br />
es to comply in all respects<br />
xecutive, administrative, or<br />
validity or application <strong>of</strong> any<br />
and keep the Equipment in good repair and<br />
recommended by the manufacturer. Lessor<br />
to pay any costs necessary for the manufacturer to re-<br />
manufacturer's maintenance upon the return <strong>of</strong> the<br />
Less y item <strong>of</strong> Equipment or install any accessory, equipment or<br />
device on an it ent if that would impair any applicable warranty, the originally<br />
intended function o ue <strong>of</strong> that Equipment. All repairs, parts, accessories, equipment and<br />
devices furnished, a to or installed on any Equipment, excluding temporary replacements,<br />
shall thereupon become subject to the security interest <strong>of</strong> Lessor.<br />
Section 6.01. Title to the Equipment. During the Lease Term, and so long as Lessee is<br />
not in default under Article XI1 here<strong>of</strong>, all right, title and interest in and to each item <strong>of</strong> the<br />
Equipment shall be vested in Lessee immediately upon its acceptance <strong>of</strong> each item <strong>of</strong><br />
Equipment, subject to the terms and conditions here<strong>of</strong>. Lessee shall at all times protect and