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<br />in Section 6.02 hereof) from and against all claims, Liens and legal processes of its creditors, and
<br />keep all Equipment (and such other Collateral) free and clear of all such claims, Liens and
<br />processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file,
<br />register and record any further documents the Lessor may reasonably request in order to protect
<br />Lessor’s first priority security interest in the Collateral. Upon the occurrence of an Event of
<br />Default or upon termination of this Agreement pursuant to Section 3.03 hereof, full and
<br />unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee
<br />shall have no further interest therein. In addition, upon the occurrence of such an Event of
<br />Default or such termination, Lessee shall execute and deliver to Lessor such documents as
<br />Lessor may request to evidence the passage of such legal title to Lessor and the termination of
<br />Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment
<br />to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon
<br />payment of all amounts due and owing hereunder by Lessee in accordance with Section 10.01
<br />hereof, Lessor’s security interest or other interest in the Equipment shall terminate, and Lessor
<br />shall execute and deliver to Lessee such documents as Lessee may reasonably request to
<br />evidence the termination of Lessor’s security interest in the Equipment.
<br /> 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, together with all replacements, repairs and
<br />restorations thereof or thereto, and all substitutions and renewals to any and all of such
<br />Equipment, (b) moneys and investments held from time to time in the Escrow Account, (c) all
<br />accounts, chattel paper, deposit accounts, documents, instruments, general intangibles and
<br />investment property (including any securities accounts and security entitlements relating thereto)
<br />evidenced by or arising out of or otherwise relating to the Equipment or the Escrow Account, as
<br />such terms are defined in Article 9 of the California Commercial Code, and (d) any and all
<br />proceeds of any and all of the foregoing, including, without limitation, insurance proceeds
<br />(collectively, the “Collateral”). Lessee authorizes Lessor to file (and Lessee agrees to execute,
<br />if applicable) such notices of assignment, chattel mortgages, financing statements and other
<br />documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to
<br />establish and maintain Lessor’s security interest in the Collateral, 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 i t 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. Lessee shall not
<br />create, incur, assume or permit to exist any mortgage, pledge, encumbrance, security interest,
<br />charge or other Lien of any nature whatsoever on any of the real estate where the Equipment is
<br />or 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 their respective discretion from any party taking an interest in any such real
<br />estate prior to such interest taking effect, such consent shall not be unreasonably withheld.
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