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D-1-2 <br />2.Lessee has the requisite power and authority to lease and acquire the <br />Equipment and to execute and deliver the Transaction Documents and to perform its <br />obligations under the Transaction Documents. <br />3.The Transaction Documents have been duly authorized, approved, <br />executed and delivered by and on behalf of Lessee and the Transaction Documents are <br />legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance <br />with their respective terms, except to the extent limited by state and federal law affecting <br />creditor’s remedies and by bankruptcy, reorganization, moratorium or other laws of <br />general application relating to or affecting the enforcement of creditors’ rights. <br />4.The authorization, approval, execution and delivery of the Transaction <br />Documents and all other proceedings of Lessee relating to the transactions contemplated <br />thereby have been performed in accordance with all open meeting laws, procurement and <br />public bidding laws and all other applicable State or Federal laws. <br />5.There is no proceeding pending or threatened in any court or before any <br />governmental authority or arbitration board or tribunal that, if adversely determined, <br />would adversely affect the transactions contemplated by the Transaction Documents or <br />the security interest of Lessor or its assigns, as the case may be, in the Equipment, the <br />Escrow Account or other Collateral thereunder. <br />All capitalized terms herein shall have the same meanings as in the Transaction <br />Documents unless otherwise provided herein. Lessor and its successors and assigns are entitled <br />to rely on this opinion. <br />Sincerely, <br />315