applicable laws, regulations and rulings of any legislative, executive, administrative or judicial body;
provided, however, that Lessee may contest in good faith the validity or application of any such law,
regulation or rulingin any reasonable manner that does not, in the opinion of Lessor, adversely affect the
interest of Lessor in and to the Equipment or its interest or rights under this Agreement.
Section 17. Maintenance of Equipment. Lessee agrees that it will, at Lessee’s own cost and expense,
maintain, preserve and keep the Equipment in good re pair, working order and condition. Lessor will have
no responsibility to maintain, or repair or to make improvements or additions to the Equipment. If
re quested to do so by Lessor, Lessee will enter into a maintenance contract for the Equipment with
Vendor.
Section 18. Title tothe Equipment. During the Lease Term, title to the Equipment and any and all
additions, repairs, replacements or modifications will vestin Lessee, subject to the rights of Lessor under
this Agreement; provided that title will thereafter immediately and without any action by Lessee vest in
Lessor, and Lessee will immediately surrender possession of the Equipment to Lessor upon (a) any
termination of this Agreement other than termination pursuant to Section 31 or (b) the occurrence of an
Event of Default. It isthe intent of the parties hereto that any transfer of title to Lessor pursuant to this
Section willoccur automatically without the necessity of any bill of sale, certificate of title or other
instrument of conveyance. Lessee will, nevertheless, execute and deliver any such instruments as Lessor
may request to evidence such transfer. Lessee irrevocably designates, makes, constitutes and appoints
Lessor and its assignee as Lessee’s true and lawful attorney (and agent in-fact) with power, at such time of
termination or times thereafter as Lessor inits sole and absolute discretion may determine, in Lessee’s or
Lessor’s or such assignee’s name, to endorse the name of Lessee upon any bill of sale, document,
instrument, invoice, freight bill, bill of lading or similar document relating to the Equipment in order to
vest title in Lessor and transfer possession to Lessor.
Section 19. Security Interest. To secure the payment of all of Lessee’s obligations under this
Agreement and to the extent permitted by law, Lessor retains a security interest constituting a first lien on
the Equipment. Lessee agrees to execute such additional documentsin form satisfactory to Lessor, that
Lessor deems necessary or appropriate to establish and maintain its security interest. Lessee agrees that
financing statements may be filed with respect to the security interest in the Equipment.
As further security therefor, Lessee grants to Lessor a first priority security interest in the cash and
negotiable instruments from time to time comprising the escrow fund, if any, established under any
related escrow agreement and all proceeds (cash and non-cash) thereof, and agrees with respect thereto
that Lessor shall have all the rights and remedies of a secured party.
Section 20. Personal Property; No Encumbrances. Lessor and Lessee agree that the Equipment is and
will remain personal property. The Equipment will not be deemed to be affixed to or a part of the real
estate on whichit may be situated, notwithstanding that the Equipment or any part thereof may be or
hereafter become in any manner physically affixed or attached to such realestate or any building thereon.
Upon the request of Lessor, Lessee will, at Lessee’s expense, furnish a waiver of any interest in the
Equipment from any party having an interestin any such realestate or building. Lessee shall not create,
incur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or other
encumbrance of any nature whatsoever on any of the real estate where the Equipmentis or will be located
or enter into any agreement to sell or assign or enter into any sale /leaseback arrangement of such real
estate without the prior written consent of Lessor; provided, that if Lessor or its assigns is furnished with
a waiver of interest in the Equipment acceptable to Lessor or its assigns in its discretion from any party
taking an interestin any such real estate prior to such interest taking effect, such consent shall not
unreasonably withheld.
Section 21. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee will keep the
Equipment free and clear of all liens, charges and encumbrances, except those created under this
Agreement. The parties to this Agreement contemplate that the Equipment will be used for a
governmental or proprietary purpose of Lessee and, therefore, that the Equipment will be exempt from all
property taxes and other similar charges. If the use, possession or acquisition of the Equipment is found
to be subject to taxation in any form, Lessee will pay all taxes and governmental charges lawfully assessed
or levied against or with respect to the Equipment. Lessee will pay all utility and other charges incurred
in the use and maintenance of the Equipment. Lessee will pay such taxes and charges as the same
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