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proceedings in any reasonable manner and the nonpayment thereof does not adversely -affect the
<br />title, property or rights of Lessor, The Equipment is and always shall remain personal property,
<br />Lessee shall not cause or permit the Equipment to be used, installed or located in such a manner
<br />that it might be deemed a fixture. Lessee agrees, at Lessor's expense, to promptly execute and
<br />deliver or cause to be executed arid de1vered to Lessor and Liessior is hereby authorized to record
<br />or file, any statement and/or Instrument reasonably requested and provided by Lessor for the
<br />purpose of showing Lessor's interest in the EquiPMent, including without limitation, financing, -
<br />statements, security- agreeme tits, and waivers with respect to rights in theEquipment frorn any
<br />owners or mortgagees of any real estate where the Equipment may be located, In the event that
<br />Lessee fails or refuses to execute Uniforfln CorlimercialCode financing statements or other
<br />instruments or recordings which Lessor` or its assignee reasonably deems necessary to Perfect or
<br />maintain perfection of Lessor's or its assignee's interests hereunder, Lessee hereby appoints
<br />Lessor as Lessee's limited attorney -in -fact to execute and record al do ume t necessary to perfect or maintain the Perfection of Lessor' I C � 11 S ss ry
<br />sinterestshereunder. Lessor shall pay for any costs
<br />and fees incurred hereunder relating to any filings hereunder including, but not limited to, lien
<br />searches, document preparation, documentary stamps, Privilege Paxes and reasonable attorneys'
<br />fees, and promptly provide Lessee with copies of any filings hereunder. For purposes of this
<br />Agreement, "Permitted Liens" means, with respect to the Equipment and each Item thereof
<br />under a Lease (a) the rights and interests of Lessee Linder such Lease, including subleases of an
<br />interchange agreements Involving any Item In accordance with the terms of such Lease, (b) Liens
<br />for taxes either not yet due or being contested by Lessee in good faith by appropriate
<br />proceedings, diligently prosecuted or appealed and which do not Involve a non -de minimis risk of
<br />a sale., forfeiture or loss of an Item and (c) undetermined or inchoate materialmen's, mechanics',
<br />worker's, repairer's or employees' Liens or other like Liens arising in the ordinary course of
<br />business and securing obligations which are not delinquent or which shall have been bonded or
<br />tile enforcement of which shall have been Suspended and which do not involve a non -de mirlimis
<br />risk of sale, forfeiture or loss of an Item and which are being contested.
<br />e. Lessee shall affix and maintain, at its expense, in a Prominent and visible location on the
<br />Equipment, all reasonable ownership notices supplied by Lessor. Lessee shall permit Lessor to
<br />mark the Equipment in a manner sufficient to identify the Equipment as Lessor's Equipment.
<br />4. GENERAL INDEMNIFICATION, CASUALTY AND INSURANCE.
<br />a, LESSEE AGREES TO DEFEND, INDEMNIFY AND HOLD LESSOR AND ITS AFFILIATES, AND THEIR
<br />RESPECTIVE AUTHORIZED REPRESENTATIVES, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS
<br />AND ASSIGNS ("INDEMNIFIED PERSONS-), HARMLESS FROM AND AGAINST ANY CLAIM, EXPENSE,
<br />LOSS OR DAMAGE OF WHATSOEVER NATURE (A "CLAIM") AND REGARDLESS OF THE CAUSE
<br />THEREOF ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH OR RESULTING FROM THE
<br />DELIVERY, POSSESSION, LEASING, CONDITION, USE, LOSS OF USE, MAINTENANCE, RETURN OR
<br />OPERATION OF THE EQUIPMENT DURING THE LEASE TERM OR ARISING OUT OF AN EVENT OF
<br />DEFAULT HEREUNDER EXCEPT TO THE EXTENT SUCH CLAIM IS ATTRIBUTABLE TO THE GROSS
<br />NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR, ITS AGENTS OR EMPLOYEES. THE
<br />INDEMNITIES SET FORTH IN THIS SECTION 4 SHALL SURVIVE THE EXPIRATION OR OTHER
<br />TERMINATION OF THIS AGREEMENT. LESSOR AGREES TO GIVE LESSEE PROMPT WRITTEN NOTICE
<br />OF ANY CLAIM OR LIABILITY FOR WHICH LESSOR MAY SEEK INDEMNIFICATION FROM LESSEE
<br />HEREUNDER.
<br />b. Lessor shall indemnify Lessee and hold Lessee harmless from and against any and all demands,
<br />claims, causes of action, damages, losses and expenses (including the reasonable cost of
<br />attorneys, accountants and expert witnesses) arising out of or resulting from any action by a third
<br />party against Lessee that Is based on any claim that the Equipment, or any part thereof, infringes
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