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<br />perform such acts as Lessor may request to establish and maintain Lessor's valid first lien and perfected security interest. Upon Lessor's
<br />request, Lessee shall obtain, at Lessee's expense, a waiver of any interest in the Equipment from any landlord, mortgagee or any other
<br />party holding an interest in the real property on which the Equipment is or will be located. Upon Lessor's request, Lessee shall
<br />conspicuously mark the Equipment, and maintain such markings during the Lease Term, to clearly disclose Lessor's security interest in the
<br />Equipment. Upon termination of a Lease through exercise of Lessee's option to prepay pursuant to Article V or through payment by
<br />Lessee of all Rental Payments and other amounts due with respect to an Equipment Group, Lessor's security interest in such Equipment
<br />Group shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the
<br />termination of Lessor's security interest in such Equipment Group.
<br />Section 9.4. Personal Property. The Equipment is and shall at all times be and remain personal property and not fixtures.
<br />ARTICLE X. WARRANTIES
<br />Section 10.1. Selection of Equipment. Each Vendor and all of the Equipment have been selected by Lessee. Lessor shall have no
<br />responsibility in connection with the selection of the Equipment, the ordering of the Equipment, its suitability for the use intended by
<br />Lessee, the acceptance by any Vendor or its sales representative of any order submitted, or any delay or failure by such Vendor or its sales
<br />representative to manufacture, deliver or install any Equipment for use by Lessee.
<br />Section 10.2. Vendor's Warranties. Lessor hereby assigns to Lessee for and during the related Lease Term, all of its interest, if any, in
<br />all Vendor's warranties, guarantees and patent indemnity protection, express or implied issued on or applicable to an Equipment Group,
<br />and Lessee may obtain the customary services furnished in connection with such warranties and guarantees at Lessee's expense. Lessor
<br />has no obligation to enforce any Vendor's warranties or obligations on behalf of itself or Lessee.
<br />Section 10.3. Disclaimer of Warranties. LESSEE ACKNOWLEDGES THAT THE EQUIPMENT IS OF A SIZE, DESIGN,
<br />CAPACITY, AND MANUFACTURE SELECTED BY LESSEE. LESSEE ACKNOWLEDGES THAT IT SELECTED THE
<br />EQUIPMENT WITHOUT ASSISTANCE OF LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR IS NOT A MANUFACTURER
<br />OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT, AND DOES NOT INSPECT THE EQUIPMENT BEFORE
<br />DELIVERY TO LESSEE. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO
<br />THE VALUE, DESIGN, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR ANY
<br />PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY LESSEE OF THE EQUIPMENT, OR ANY OTHER
<br />REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE
<br />FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS
<br />AGREEMENT OR THE EQUIPMENT OR LESSEE'S USE OF THE EQUIPMENT.
<br />ARTICLE XI. ASSIGNMENT AND SUBLEASING
<br />Section 11.1. Assisnment by Lessor. Lessor, without Lessee's consent, may assign and reassign all of Lessor's right, title and /or interest
<br />in and to this Agreement or any Lease, including, but not limited to, the Rental Payments and other amounts payable by Lessee and
<br />Lessor's interest in the Equipment, in whole or in part to one or more assignees or subassignee(s) by Lessor at any time. No such
<br />assignment shall be effective as against Lessee unless and until written notice of the assignment is provided to Lessee. When presented
<br />with a notice of assignment, Lessee will acknowledge in writing receipt of such notice for the benefit of Lessor and any assignee. Lessee
<br />shall keep a complete and accurate record of all such assignments.
<br />Section 11.2. Assisnment and Subleasim by Lessee. Neither this Agreement nor any Lease or any Equipment may be assigned,
<br />subleased, sold, transferred, pledged or mortgaged by Lessee.
<br />ARTICLE XII. EVENTS OF DEFAULT AND REMEDIES
<br />Section 12.1. Events of Default Defined. The occurrence of any of the following events shall constitute an Event of Default under this
<br />Agreement and each Lease:
<br />(a) Lessee's failure to pay any Rental Payment or other amount required to be paid to Lessor within ten (10) days following the due
<br />date thereof.
<br />(b) Lessee's failure to maintain insurance as required by Article VII.
<br />(c) With the exception of the above clauses (a) & (b), Lessee's failure to perform or abide by any condition, agreement or covenant
<br />for a period of thirty (30) days after written notice by Lessor to Lessee specifying such failure and requesting that it be remedied, unless
<br />Lessor shall agree in writing to an extension of time prior to its expiration.
<br />(d) Lessor's determination that any representation, warranty or statement made by Lessee in or pursuant to this Agreement or any
<br />Equipment Schedule was untrue in any material respect upon execution of this Agreement or any Equipment Schedule.
<br />(e) The occurrence of an Event of Taxability.
<br />(f) The filing of a petition in bankruptcy or receivership or similar proceeding by or against Lessee, or failure by Lessee promptly to
<br />lift any execution, garnishment or attachment of such consequence as would impair the ability of Lessee to carry on its governmental
<br />functions or assignment by Lessee for the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or
<br />the approval by a court of competent jurisdiction of any adjustment of indebtedness of Lessee, or the dissolution or liquidation of Lessee.
<br />[(g) Lessee's failure to pay any indebtedness when due or Lessee's failure to perform any other obligation thereunder which gives
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<br />5/16/ 2013: BQ- ESCfamtem.D0C /rev.01 /04.st1
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