Agenda - 09-20-1994 - Laserfiche WebLink

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duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each 9 such assignee. The Purchaser covenants and agrees with the Lender and each subsequent assignee of the Lender to maintain for the full term of this Agreement a written record of each such assignment or reassignment. The Purchaser further agrees that the Lender's interest in this Agreement may be assigned in whole or in part on terms which provide in effect that the assignor or assignee will act as a collection and paying agent for any holders of certificates of participation in this Agreement,provided the Purchaser receives a copy of such agency contract and such collection and paying agent covenants and agrees to maintain for the full remaining term of this Agreement a written record of each assignment and reassignment of such certificates of participation. The Purchaser agrees to execute any document reasonably required by the Lender in connection with any assignment. After the giving of notice described above to the Purchaser, the Purchaser shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed necessary to make the assignment effective. Section 12.3. Escrow Fund Assignment by the Lender. The Lender may freely assign all or any part of its interest in the Escrow Fund established pursuant to Article IV of this Agreement in connection with an assignment by the Lender of this Agreement. ARTICLE XIII: LIMITED OBLIGATION OF THE PURCHASER NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS CREATING A PLEDGE OF THE FAITH AND CREDIT OF THE PURCHASER WITHIN THE MEANING OF ANY CONSTITUTIONAL DEBT LIMITATION, NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED AS CREATING A DELEGATION OF GOVERNMENTAL POWERS NOR AS A DONATION BY OR A LENDING OF THE CREDIT OF THE PURCHASER WITHIN THE MEANING OF THE CONSTITUTION OF THE STATE OF NORTH CAROLINA. THIS AGREEMENT SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE PURCHASER TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED IN THE SOLE DISCRETION OF THE PURCHASER FOR ANY FISCAL YEAR IN WHICH THIS AGREEMENT SHALL BE IN EFFECT. NO DEFICIENCY JUDGMENT MAY BE RENDERED AGAINST THE PURCHASER IN ANY ACTION FOR BREACH OF A CONTRACTUAL OBLIGATION UNDER THIS AGREEMENT AND THE TAXING POWER OF THE PURCHASER IS NOT AND MAY NOT BE PLEDGED DIRECTLY OR INDIRECTLY OR CONTINGENTLY TO SECURE ANY MONEYS DUE UNDER THIS AGREEMENT. No provision of this Agreement shall be construed to pledge or to create a lien on any class or source of the Purchaser's moneys (other than the Escrow Fund), nor shall any provision of this Agreement restrict the future issuance of any of the Purchaser's bonds or obligations payable from any class or source of the Purchaser's moneys. To the extent of any conflict between this Section and any other provision of this Agreement, this Section shall take priority. ARTICLE XIV: JOINDER BY THE ESCROW AGENT The Escrow Agent hereby executes this Agreement to signify its acceptance of the Escrow Fund created under Article IV of this Agreement and to agree to be bound by the terms of such Article. ARTICLE XV: MISCELLANEOUS Section 15.1. Waiver. No covenant or condition of this Agreement can be waived except by the written consent of the Lender. Any failure of the Lender to require strict performance by the Purchaser or any waiver by the Lender of any terms, covenants or agreements herein shall not be construed as a waiver of any other breach of the same or any other term, covenant or agreement herein. Section 15.2. Severability. If any portion of this Agreement is determined to be invalid under any applicable law, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect. Section 15.3. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State. Section 15.4. Notices. Any and all notices, requests, demands and other communications given under or in connection with this Agreement are effective only if in writing and either personally delivered or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: Wachovia Leasing Corporation, 301 North Main Street, Winston-Salem, North Carolina 27102. Section 15.5. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this Agreement. Section 15.6. Entire Agreement. This Agreement, together with the schedules and exhibits hereto constitutes the entire agreement between the parties and this Agreement shall not be modified,amended, altered or changed except by written agreement signed by the parties. Section 15.7, Binding Effect. Subject to the specific provisions of this Agreement, this Agreement is binding on and inures to the benefit of the parties and their respective successors and assigns (including expressly any successor of the Escrow Agent). Section 15.8. Time. Time is of the essence of this Agreement and each and all of its provisions. Section 15.9. Execution in Counterparts, This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. Section 15.10. Interest Limitation. Notwithstanding any other term of this Agreement, the maximum amount of interest which may be charged to or collected from any person liable hereunder by the Bank shall be absolutely limited to, and shall in no event exceed, the maximum amount or interest which could lawfully be charged or collected under applicable law (including, to the extent applicable, the provisions of section 5197 of the Revised Statutes of the United States of America, as amended, 12 U.S,C. §85, as amended), so that the maximum of all amounts constituting interest under applicable law,howsoever computed,shall never exceed as to any Person liable therefor such lawful maximum, and any term of this Agreement which could be construed as providing for interest in excess of such lawful maximum shall be and hereby is made expressly subject to and modified by the provisions of this Section.