Common use of Title to the Equipment Clause in Contracts

Title to the Equipment. During the Lease Term under each Lease, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurred, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Lease. Lessee shall at all times protect and defend, at its own cost and expense, its title, and Lessor’s first priority security interest, in and to the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease by Lessee in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease), Lessor’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s security interest in the Equipment subject to the related Lease.

Title to the Equipment. During the Lease Term under each LeaseTerm, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurredhereof, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Leasehereof. Lessee shall at all times protect and defend, at its own cost and expense, its title, title in and to the Equipment and its senior pledge to Lessor of the Collateral and Lessor’s first priority security interest, in and to interest constituting a first Lien on the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) the Collateral free and clear of all such claims, liens Liens and processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect its senior pledge to Lessor of the Collateral and Lessor’s first priority security interest in the Collateral. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease hereunder by Lessee in accordance with pursuant to Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease)hereof, Lessor’s security interest or other interest interests in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s security interest interests in the Equipment subject to the related LeaseEquipment.

Title to the Equipment. During the Lease Term under each Lease, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurred, all rightTerm, title and interest in and to each item of the Equipment under the related Lease shall be vested and any and all additions, repairs, replacements or modifications will vest in Lessee immediately upon its acceptance of each item of EquipmentLessee, subject to the terms rights of Lessor under this Agreement; provided that title will thereafter immediately and conditions hereof and under the applicable Lease. without any action by Lessee shall at all times protect and defend, at its own cost and expense, its titlevest in Lessor, and Lessor’s first priority security interest, in and to Xxxxxx will immediately surrender possession of the Equipment to Lessor upon (and Lessor’s a) any termination of this Agreement other Collateral as defined in than termination pursuant to Section 6.02 hereof31 or (b) from and against all claims, liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens and processes. Upon the occurrence of an Event of Default under a Lease or upon termination Default. It is the intent of a Lease the parties hereto that any transfer of title to Lessor pursuant to this Section 3.03 hereofwill occur automatically without the necessity of any bill of sale, full and unencumbered legal certificate of title to the Equipment shallor other instrument of conveyance. Lessee will, at Lessor’s optionnevertheless, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor any such documents instruments as Lessor may request to evidence such transfer. Lessee, irrevocably designates, makes, constitutes and appoints Lessor and its assignee as Xxxxxx’s true and lawful attorney (and agent in-fact) with power, at such time of termination or times thereafter as Lessor in its sole and absolute discretion may determine, in Lessee’s or Lessor’s or such assignee’s name, to endorse the passage name of such legal Lessee upon any bill of sale, document, instrument, invoice, freight bill, bill of lading or similar document relating to the Equipment in order to vest title in Lessor and transfer possession to Lessor. As further security therefor, Lessee grants to Lessor and the termination of Lessee’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease by Lessee in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease), Lessor’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s first priority security interest in the Equipment subject cash and negotiable instruments from time to time comprising the escrow fund, if any, established under any related Leaseescrow agreement and all proceeds (cash and non-cash) thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party.

Title to the Equipment. During the Lease Term under each LeaseTerm, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurredhereof, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Leasehereof. Lessee shall at all times protect and defend, at its own cost and expense, its title, title in and to the Equipment and Lessor’s first priority security interest, in and to interest constituting a first Lien on the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) the Collateral free and clear of all such claims, liens Liens and processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect Xxxxxx’s first priority security interest in the Collateral. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of LesseeXxxxxx’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease hereunder by Lessee Xxxxxx in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease)hereof, LessorXxxxxx’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor’s security interest in the Equipment subject to the related LeaseEquipment.

Title to the Equipment. During the Lease Term under each Leaseof this Installment Sale Agreement, and so long as Lessee the District is either not in default under Article XII hereof or an Event of Non-appropriation has not occurredVIII hereof, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee the District immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof hereof. The Seller shall take all actions necessary to vest in the District all rights and title to the Equipment. Such title shall be held by the District in trust pending satisfaction of the payment obligations under the applicable Leasethis Installment Sale Agreement. Lessee The District shall at all times protect and defend, at its own cost and expense, its title, and LessorSeller’s first priority security interest, in and to the Equipment (to the extent permitted by the Existing Parity Debt and Lessorsubject to the rights of the holders of the Parity Obligations) and Seller’s other Collateral as defined in Section 6.02 4.02 hereof) , from and against all claims, liens Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens Liens and processes. The District will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Seller may reasonably request in order to protect Seller’s security interest in the Collateral. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease pursuant to Section 3.03 hereofDefault, full and unencumbered legal title to the Equipment shall, subject to the limitations set forth in the last sentence of Section 4.02 hereof, at LessorSeller’s option, pass to LessorSeller, and Lessee the District shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee the District shall execute and deliver to Lessor Seller such documents as Lessor Seller may request to evidence the passage of such legal title to Lessor Seller and the termination of Lesseethe District’s interest therein, and upon request by Lessor Seller shall deliver possession of the Equipment to Lessor Seller in accordance with Section 3.03 or 12.02 8.02 of this Installment Sale Agreement, as applicable. Upon payment of all amounts due and owing under a Lease hereunder by Lessee the District in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease)9.01 hereof, LessorSeller’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor Seller shall execute and deliver to Lessee the District such documents as Lessee the District may reasonably request to evidence the termination of LessorSeller’s security interest in the Equipment subject to the related LeaseEquipment.

Title to the Equipment. During the Lease Term under each LeaseTerm, and so long as Lessee is either not in default under Article XII hereof or an Event of Non-appropriation has not occurredhereof, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Leasehereof. Lessee shall at all times protect and defend, at its own cost and expense, its title, title in and to the Equipment and its senior pledge to Lessor of the Collateral and Lessor’s first priority security interest, in and to interest constituting a first Lien on the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) the Collateral free and clear of all such claims, liens Liens and processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect its senior pledge to Lessor of the Collateral and Xxxxxx’s first priority security interest in the Collateral. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of LesseeXxxxxx’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease hereunder by Lessee in accordance with pursuant to Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease)hereof, Lessor’s security interest or other interest interests in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may request to evidence the termination of Lessor’s security interest interests in the Equipment subject to the related LeaseEquipment.

Title to the Equipment. During the Lease Term under each LeaseTerm, and so long as Lessee is either not in default under Article XII hereof or and an Event of Non-appropriation has not occurred, all right, title and interest in and to each item of the Equipment under the related Lease shall be vested in Lessee immediately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the applicable Leasehereof. Lessee shall at all times protect and defend, at its own cost and expense, its title, and LessorXxxxxx’s first priority security interest, in and to the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens Liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such claims, liens Liens and processes. Lessee will, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect Xxxxxx’s first priority security interest in the Collateral. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease this Agreement pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the termination of LesseeXxxxxx’s interest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section 3.03 or 12.02 of this Agreement, as applicable. Upon payment of all amounts due and owing under a Lease hereunder by Lessee Xxxxxx in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amounts payable under such Lease)hereof, LessorXxxxxx’s security interest or other interest in the Equipment under such Lease shall terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor’s security interest in the Equipment subject to the related LeaseEquipment.