Laserfiche WebLink
Section 6.02. Security Interest. As additional security for the payment and performance <br />of all of Lessee’s obligations hereunder, Lessee hereby grants to Lessor a first priority security <br />interest constituting a first lien on (a) the Equipment, (b) moneys and investments held from time <br />to time in the Escrow Account and (c) any and all proceeds of any of the foregoing. Lessee <br />authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, <br />chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, <br />which Lessor deems necessary or appropriate to establish and maintain Lessor’s security interest <br />in the Equipment, the Escrow Account and the proceeds thereof, including, without limitation, <br />such financing statements with respect to personal property and fixtures under Article 9 of the <br />California Commercial Code and treating such Article 9 as applicable to entities such as Lessee. <br /> Section 6.03. Personal Property, No Encumbrances. Lessee agrees that, to the extent <br />permitted by State law, the Equipment is deemed to be and will remain personal property, and <br />will not be deemed to be affixed to or a part of the real estate on which it may be situated, <br />notwithstanding that the Equipment or any part thereof may be or hereafter become in any <br />manner physically affixed or attached to real estate or any building thereon. <br />Except for such encumbrances presently existing in connection with the 2013 Bonds and <br />the 2007 COPs as described in the Prior Capital Projects Financing Agreements, Lessee shall not <br />create, incur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or <br />other encumbrance of any nature whatsoever on any of the real estate where the Equipment is or <br />will be located or enter into any agreement to sell or assign or enter into any sale/leaseback <br />arrangement of such real estate without the prior written consent of Lessor; provided, that if <br />Lessor or its assigns is furnished with a waiver of interest in the Equipment acceptable to Lessor <br />or its assigns in its discretion from any party taking an interest in any such real estate prior to <br />such interest taking effect, such consent shall not be unreasonably withheld. <br />The Equipment does not constitute any part of the “Leased Property” or the “Leased <br />Premises”, as applicable, under and as defined in the Prior Capital Projects Financing <br />Agreements and the security interest and lien on the Equipment and otherwise granted herein to <br />Lessor does not create any security interest or lien of Lessor on such “Leased Property” or <br />“Leased Premises”. <br />ARTICLE VII <br /> Section 7.01. Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee <br />shall keep the Equipment free of all levies, liens, and encumbrances except those created by this <br />Agreement. Except as expressly limited by this Section, Lessee shall pay (a) all sales and other <br />taxes, special assessments and other charges of any kind that are at any time lawfully assessed or <br />levied against or with respect to the Equipment, the Rental Payments or any part of either <br />thereof, or which become due during the Lease Term, whether assessed against Lessee or Lessor; <br />and (b) the fee charged by the California Debt and Investment Advisory Commission with <br />respect to this Agreement pursuant to Section 8856 (or any successor provision) of the California <br />Government Code. Lessee shall also pay all utility and other charges incurred in the operation, <br />use and maintenance of the Equipment. Lessee shall pay such taxes, assessments or charges as <br />the same may become due; provided that, with respect to any such taxes, assessments or charges <br />169