INCLUDING ALL AMOUNTS PAYABLE UNDER SECTION 18 HEREOF SHALL
BE PAYABLE NOTWITHSTANDING THE FACT THAT AN ITEM OF EQUIPMENT SHALL HAVE
SUFFERED A TOTAL LOSS UNLESS, PURSUANT TO THE PROVISIONS OF SECTION 13 HEREOF,
LESSOR SHALL HAVE RECEIVED THE STIPULATED LOSS VALUE WITH RESPECT TO ANY SUCH
ITEM OF EQUIPMENT.
4.
PERSONAL PROPERTY; TITLE AND LIENS.
(A)
LESSEE COVENANTS AND AGREES THAT THE
EQUIPMENT IS, AND SHALL AT ALL TIMES BE AND REMAIN, PERSONAL OR MOVABLE PROPERTY
AND NOT FIXTURES.
IF REQUESTED BY LESSOR, LESSEE SHALL OBTAIN PRIOR TO DELIVERY
OF ANY ITEM OF EQUIPMENT OR AT ANY OTHER TIME REASONABLY REQUESTED BY LESSOR, A
CERTIFICATE IN FORM SATISFACTORY TO LESSOR FROM ALL PARTIES WITH A REAL PROPERTY
INTEREST IN THE PREMISES WHERE THE EQUIPMENT MAY BE LOCATED WAIVING ANY LIEN OR
CLAIM WITH RESPECT TO THE EQUIPMENT.
(B)
DURING THE TERM OF THIS LEASE AGREEMENT AND
UNTIL AND UNLESS LESSEE ACQUIRES SUCH EQUIPMENT PURSUANT TO THE TERMS OF THIS
LEASE AGREEMENT, LESSOR SHALL BE AND REMAIN THE OWNER OF AND RETAIN TITLE TO
SUCH EQUIPMENT. IN FURTHERANCE THEREOF, TO THE EXTENT THAT THIS LEASE AGREEMENT
IS NOT DEEMED TO BE A "TRUE LEASE" AND INSTEAD SHALL CONSTITUTE A "LEASE
INTENDED AS SECURITY" UNDER APPLICABLE LAW, IN ORDER TO SECURE THE PROMPT
PAYMENT AND PERFORMANCE AS AND WHEN DUE OF ALL OF LESSEE'S OBLIGATIONS UNDER
EACH RENTAL SCHEDULE AND ALL OTHER INDEBTEDNESS OF LESSEE TO LESSOR, WHETHER NOW
EXISTING OR HEREAFTER ARISING, LESSEE HEREBY GRANTS TO LESSOR A FIRST PRIORITY
SECURITY INTEREST IN THE EQUIPMENT LEASED HEREUNDER TOGETHER WITH ALL PROCEEDS
(CASH AND NON-CASH) THEREOF, INCLUDING THE PROCEEDS OF ALL INSURANCE POLICIES ON
THE EQUIPMENT, AND ALL BOOKS, RECORDS, DISKS, AND RELATED DATA PROCESSING
SOFTWARE RELATED THERETO.
LESSEE AGREES THAT, WITH RESPECT TO THE EQUIPMENT,
LESSOR SHALL HAVE ALL OF THE RIGHTS AND REMEDIES OF A FIRST PRIORITY SECURED
PARTY UNDER THE UCC.
LESSOR SHALL BE ENTITLED TO FILE A UCC-1 FINANCING
STATEMENT IN THE FORM OF SCHEDULE C ATTACHED HERETO IN CONNECTION WITH
PERFECTING THE SECURITY INTEREST GRANTED BY LESSEE TO LESSOR.
(C)
LESSEE SHALL NOT DIRECTLY OR INDIRECTLY
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN ON OR WITH RESPECT TO ANY OF
THE EQUIPMENT, TITLE THERETO OR ANY INTEREST THEREIN, EXCEPT PERMITTED LIENS AND
LESSOR'S LIENS.
LESSEE SHALL NOTIFY LESSOR WITHIN THIRTY (30) DAYS IN WRITING
UPON RECEIPT OF NOTICE OF ANY LIEN AFFECTING THE EQUIPMENT IN WHOLE OR IN PART,
AND SHALL, AT ITS OWN COST AND EXPENSE, DEFEND LESSOR'S TITLE THEREIN AGAINST
ALL PERSONS HOLDING OR CLAIMING
7
TO HOLD SUCH A LIEN ON THE EQUIPMENT; AND ANY LOSSES, EXPENSES OR COSTS SUFFERED
BY LESSOR AS A RESULT THEREOF SHALL BE COVERED BY LESSEE'S INDEMNITY IN SECTION
18 HEREOF.
(D)
TO THE EXTENT PERMITTED BY LAW OR BY
CONTRACT, LESSEE SHALL, AND DOES HEREBY, TRANSFER AND ASSIGN TO LESSOR ALL
INTELLECTUAL PROPERTY RIGHTS TO ANY SOFTWARE THAT MAY BE ACQUIRED BY LESSEE
DURING THE TERM, ALL AT LESSEE'S SOLE COST AND EXPENSE.
(E)