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option has not been exercised prior to the Lease termination date. It is the intent of the parties hereto that any such residing, resting,
<br />settling, vesting, passing, or transferring of title and ownership to Lessor or its assignees pursuant to this Section will occur automatically
<br />without the necessity of any bill of sale, certificate of title, or other instrument of conveyance. Lessee will, nevertheless, execute and
<br />deliver any such documents and instruments as Lessor may request to evidence such residing, resting, settling, vesting, passing, or
<br />transferring of full and unencumbered title and ownership (including legal and equitable title, as well as beneficial enjoyment,
<br />possession, and use) to Lessor or its assignees and termination of Lessee's interest in the Equipment, and Lessee shall have no further
<br />interest in such Equipment.
<br />For liability, insurance, and to the extent title to the Equipment must be registered such as in connection with vehicles, Lessee owns the
<br />Equipment and Lessor does not own the Equipment, and by this Agreement, each Lease is intended to finance the acquisition of the
<br />Equipment for Lessee. Lessee represents, warrants, and covenants that Lessor does not operate, control, or have possession of the
<br />Equipment and has no control over Lessee or Lessee's operation, use, storage, or maintenance of the Equipment.
<br />In the event of the occurrence of one or more of the events described in (a), (b), or (c) of the preceding paragraph of this Section and for
<br />the limited purpose of providing for the residing, resting, settling, vesting, passing, or transferring of full unencumbered title and
<br />ownership (including legal and equitable title, as well as beneficial enjoyment, possession, and use) of the Equipment to Lessor, Lessee
<br />irrevocably designates, makes, constitutes, and appoints Lessor and its assignees as Lessee's true and lawful attorney (and agent) in fact
<br />with power, at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee's or
<br />Lessor's or such assignee's name, to endorse the name of Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill
<br />of lading or similar document relating to the Equipment.
<br />Section 9. SECURITY INTEREST. In order to secure all of Lessee's obligations hereunder and all of the Leases, and to the extent
<br />permitted by law, Lessee hereby (a) grants to Lessor a continuing, first priority security interest in all of the Equipment and in all
<br />additions, attachments, accessions, and substitutions thereto, and in any proceeds therefrom, (b) agrees that a carbon, photographic or
<br />other reproduction of this Agreement and each Lease may be filed as a financing statement evidencing such security interest, and (c)
<br />agrees to execute and, to the extent applicable, deliver all financing statements, certificates of title, and other instruments necessary or
<br />appropriate to evidence such security interest. Lessee shall deliver or cause to be delivered to Lessor the original certificates of title
<br />relating to all vehicular Equipment. If requested by Lessor, Lessee shall conspicuously mark the Equipment with appropriate lettering,
<br />labels or tags, and maintain such markings during the Lease Term, so as clearly to disclose Lessor's security interest in the Equipment.
<br />Upon termination of a Lease with respect to each Equipment through exercise of Lessee's option pursuant to Subsection 17.1 or through
<br />payment by Lessee of all Lease Payments and other amounts relating thereto, Lessor's security interests in such Equipment shall
<br />terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination
<br />of Lessor's security interest in such Equipment. Lessee hereby designates Lessor and its assigns as its agents and attorneys -in -fact for
<br />the purpose of filing financing statements and amendments thereto, and executing title applications and certificates of title and related
<br />documents to perfect the security interest granted by Lessee hereunder. Lessee shall not encumber or otherwise permit a Lien to be
<br />placed on or against the Equipment, except as otherwise provided under this Section. To the extent that State law does not permit Lessee
<br />to grant a security interest in the Equipment, Lessee acknowledges its obligation to deliver the Equipment and/or its obligation to make
<br />the Equipment available to Lessor (or its assignees) in accordance with the Section 5 hereof, and hereby covenants that in providing for
<br />the return of Equipment pursuant to Section 5 hereto, there shall not be any Liens or other encumbrances attached to such Equipment,
<br />as provided for in Section 14 hereof.
<br />Section 10. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed to
<br />or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter
<br />become in any manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at
<br />Lessee's cost and expense, furnish a landlord or mortgagee waiver with respect to the Equipment from any party having (or claiming to
<br />have) an interest in any such real estate or building.
<br />Section 11. USE AND REPAIRS. Lessee shall exercise due care in the installation, use, operation and maintenance of the Equipment,
<br />and shall not install, use, operate or maintain the Equipment improperly, carelessly or for a purpose or in a manner contrary to that
<br />contemplated by this Agreement or the Manufacturer. Lessee shall comply with all laws, ordinances, insurance policies and regulations
<br />relating to, any applicable prevailing industry standards and Manufacturer's specifications for, and will pay all cost, claims, damages,
<br />fees and charges arising out of, its possession, use or maintenance of the Equipment. Lessee shall obtain all permits and licenses
<br />necessary for the installation, operation, possession, and use of the Equipment. At Lessee's cost and expense, Lessee shall maintain the
<br />Equipment in good repair and working order, and shall promptly provide all parts, upgrades, modifications, environments and software
<br />required or recommended now and hereafter by the Manufacturer. Lessor shall have no responsibility to, and Lessee will, at its expense
<br />and expeditiously, keep the Equipment in good repair, and in a condition suitable for certification by the Manufacturer thereof (if
<br />certification is available), and furnish all parts, mechanisms and devices required therefor, which must be free and clear of all Liens
<br />(other than Liens in favor of Lessor) and of a value and utility at least equal to the parts being replaced (assuming that such replaced
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