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- 2t REPRESENTATIONS OF LE~JEE. Lessee represents to Lessor, which re[ are deemed to be repeated on each date that this lease remain s in effect, that (i) Lessee is a corpo ration duly incorporated and validly subsisting under the laws of the jurisdiction of its incorporation, and has the corporate power to enter into the Agreement and all certificates and other documents required hereby or referred to herein; {ii) the Agreement has been properly authorized and constitutes an enforceable agreement; (iii) the execution, delivery and performance of the Agreement does not and will not result in the breach or contravention of, or default under, or result in the creation of any lien on or in any property or assets of Lessee pursuant to any of Lessee's outstanding shares or debt instruments or any instrument to which Lessee is a party or by which Lessee or any of its property or assets may be bound or affected; and (iv) there are no present or pending material legal proceedings to the knowledge of Lessee. 22. MISCELLANEOUS. Lessor or its authorized representatives may at all reasonable times inspect the Equipment and the records of Lessee relative thereto, but has no duty to make such inspection. No waiver by Lessor of any default under the Agreement constitutes a waiver of any other default by Lessee or waiver of Lessor's rights. Should Lessee fail to perform any obligation hereunder, Lessor may cause such obligation to be performed and the cost thereof together with interest at 24% per annum shall be considered additional rent to be paid by Lessee. The Agreement may not be amended except in writing and shall bind and benefit Lessor and Lessee, Any provision of the Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not define or limit any of the terms hereof. The Agreement shall in all respect be governed and construed in accordance with the laws of the province of Ontario. Within 90 days of the end of each fiscal year of Lessee, the Lessee shall deliver to Lessor a copy of Lessee's audited (if available} or unaudited financial statem ants as at the end of such financial year. If requested by Lessor, shall, also, promptly following request, deliver to Lessor any interim financial statements of the Lessee. The Agreement and all Schedules adopting it correctly set forth the entire agreement between Lessor and Lessee. No Schedule. agreements or understandings shall be binding on either of the parties hereto unless in writing and executed by authorized representatives of both parties The term "Lessee" as used herein shall mean and include any and all Lessees who sign hereunder, each of whom shall be jointly and severally bound thereby. 23. LESSEE'S WAIVERS. Lessee waives the benefit of all provisions of any statutes and rules, regulations or orders in any and all provinces of Canada which would affect the rights of Lessor hereunder including, without limiting the generality of the foregoing, sections 23 to 28 of the Chattel Mortgage Act of British Columbia, sections 19 to 24 of the Sale of Goods on Condition Act of British Columbia, section 49 of the Law of Property Act of Alberta, the Seizures Act of Alberta and the Limitation of Civil Rights Act of Saskatchewan, each as amended, supplemented, re-enacted and superceded and in force from time to time. Lessee also waives and assigns to Lessor the right of any statutory exemption from execution or otherwise and further waives any right to demand security for costs in the event of litigation. 24. LANGUAGE. Lessor and Lessee expressly wish that the Agreement and all other documents related to this transaction be drawn up in English or French, without preference to either. Le Locateur et le Locataire desirent expressement qua ce contrat et tous les autres documents relatifs acette operation soient rediges en anglais ou en francais, sans preference pour I'une ou I'autre langue. EXECUTED this 24th day of March ,19 93 . Lessee:THE CORPORATION OF THE COUNTY OF ESSEX c/s Witness: Per: Warden lerk A~Signature and Title Lessor: BANKER'S ACCEPTANCE CAPITAL CORPORATION Per: ~%~tl Authonzed S~gnature and fie Senior V&ce President & Secretary BALC-105 REV. 02/92