Common use of Equipment Liens and Encumbrances Clause in Contracts

Equipment Liens and Encumbrances. The Customer acknowledges that Miraclon retains all right, title and interest in and to the Equipment and therefore the Customer and Miraclon agree: (a) that this Agreement shall be construed to be a lease within the meaning of article 1709 Belgian Civil Code, and (b) that this Agreement thus does not constitute or grant a proprietary or security right (‘zakelijk recht/zekerheid: droit reel/sûreté’). This Agreement does not constitute a financial leasing as per article I.9.47 Belgian Code of Economic Law or a leasing agreement as per the Royal Decree of 30 January 2001or the Royal Decree nr. 55 of 10 November 1967. Despite the express intent of the parties, in the event that title to the Equipment transfers or is deemed to have been transferred to the Customer by operation of law or otherwise, the Customer hereby grants to Miraclon a purchase money security interest in the Equipment to the extent necessary to fully protect Miraclon’s right, title and interest in the Equipment and to secure all amounts due from the Customer under this Agreement and Miraclon shall be entitled to all rights and remedies in relation to the Equipment that are granted to a secured party under applicable law. The Customer acknowledges that Miraclon intends to file financing statements covering the Equipment (the “Financing Statements"). The Customer hereby authorizes Miraclon to file the Financing Statements and any continuation statements or amendments without the signature of the Customer where permitted by law. If filing without Customer’s signature is not permitted by law, the Customer agrees to sign the Financing Statements at Miraclon’s request. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Equipment shall be sufficient as a financing statement where permitted by law. The Customer agrees that on request it shall provide Miraclon with written proof satisfactory to Miraclon of Customer’s complete and accurate official name (including capitalization and punctuation), the state in which the Customer was incorporated or organized, and Customer’s organization identification number (if applicable). The Customer shall defend and indemnify Miraclon from and against any claims to the Equipment adverse to the interest of Miraclon in the Equipment. The Customer shall not, at any time, remove, cover, obscure or obliterate the labels or other identifying markings that indicate Miraclon’s ownership of the Equipment.

Equipment Liens and Encumbrances. The Customer acknowledges that Miraclon retains all right, title title, and interest in and to the Equipment and therefore the Customer and Miraclon agree: (a) agree that this Agreement shall be construed to be a lease within the meaning of article 1709 Belgian Civil Code, and (b) that this Agreement thus does not constitute or grant a proprietary or security right (‘zakelijk recht/zekerheid: droit reel/sûreté’)to the Customer over the Equipment. The Customer may not assign any right or interest to the Equipment or permit any lien or encumbrance to exist thereon other than liens or encumbrances placed thereon by Miraclon or persons claiming against Miraclon. This Agreement does not constitute a financial leasing as per article I.9.47 Belgian Code fall under the purview of Economic Law or a leasing agreement as per the Royal Decree of 30 January 2001or the Royal Decree nr. 55 of 10 November 1967Hire-Purchase Act 1969. Despite the express intent of the parties, in the event that title to the Equipment transfers or is deemed to have been transferred to the Customer by operation of law or otherwise, the Customer hereby grants (and shall take all reasonable steps required to give effect) to Miraclon a purchase money an equitable security interest in the Equipment to the extent necessary to fully protect Miraclon’s right, title and interest in the Equipment and to secure all amounts due from the Customer under this Agreement and Miraclon shall be entitled to all rights and remedies in relation to the Equipment that are granted to a secured party under applicable law. The Customer acknowledges that Miraclon intends to file financing statements covering the Equipment (the “Financing Statements"). The Customer hereby authorizes Miraclon to file the Financing Statements and any continuation statements or amendments without the signature of the Customer where permitted by law. If filing without Customer’s signature is not permitted by law, the Customer agrees to sign the Financing Statements at Miraclon’s request. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Equipment shall be sufficient as a financing statement where permitted by law. The Customer agrees that on request it shall provide Miraclon with written proof satisfactory to Miraclon of Customer’s complete and accurate official name (including capitalization and punctuation), the state in which the Customer was incorporated or organized, and Customer’s organization identification number (if applicable). The Customer shall defend and indemnify Miraclon from and against any claims to the Equipment adverse to the interest of Miraclon in the Equipment. The Customer shall not, at any time, remove, cover, obscure or obliterate the labels or other identifying markings that indicate Miraclon’s ownership of the Equipment.

Equipment Liens and Encumbrances. The Customer acknowledges that Miraclon retains all right, title and interest in and to the Equipment and therefore the Customer and Miraclon agree: (a) that this Agreement shall be construed to be a lease within the meaning of article 1709 Belgian Civil CodeArticle 2A of the Uniform Commercial Code (the "UCC") or any other applicable law as in effect in the jurisdiction whose laws govern this Agreement , and (b) that this Agreement thus does is not constitute or grant a proprietary or security right (‘zakelijk recht/zekerheid: droit reel/sûreté’). This Agreement does not constitute a financial leasing as per article I.9.47 Belgian Code subject to Article 9 of Economic Law or a leasing agreement as per the Royal Decree of 30 January 2001or the Royal Decree nr. 55 of 10 November 1967UCC. Despite the express intent of the parties, in the event that title to the Equipment transfers or is deemed to have been transferred to the Customer by operation of law or otherwise, the Customer hereby grants to Miraclon a purchase money security interest in the Equipment to the extent necessary to fully protect Miraclon’s right, title and interest in the Equipment and to secure all amounts due from the Customer under this Agreement and Miraclon shall be entitled to all rights and remedies in relation to the Equipment that are granted to a secured party under applicable law. The Customer acknowledges that Miraclon intends to file file, UCC-1 financing statements covering the Equipment (the “Financing Statements")) or any other applicable financial record requirements. The Customer hereby authorizes Miraclon to file the Financing Statements and any continuation statements or amendments without the signature of the Customer where permitted by law. If filing without Customer’s signature is not permitted by law, the Customer agrees to sign the Financing Statements at MiraclonXxxxxxxx’s request. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Equipment shall be sufficient as a financing statement where permitted by law. The Customer agrees that on request it shall provide Miraclon with written proof satisfactory to Miraclon of Customer’s complete and accurate official name (including capitalization and punctuation), the country/state in which the Customer was incorporated or organized, and Customer’s organization identification number (if applicable). The Customer shall defend and indemnify Miraclon from and against any claims to the Equipment adverse to the interest of Miraclon in the Equipment. The Customer shall not, at any time, remove, cover, obscure or obliterate the labels or other identifying markings that indicate Miraclon’s ownership of the Equipment...

Equipment Liens and Encumbrances. The Customer acknowledges that Miraclon retains all right, title and interest in and to the Equipment and therefore the Customer and Miraclon agree: (a) that this Agreement shall be construed to be a lease within the meaning of article 1709 Belgian Civil Codethe laws that govern this Agreement, and (b) that this Agreement thus does is not constitute or grant a proprietary or security right (‘zakelijk recht/zekerheid: droit reel/sûreté’). This Agreement does not constitute a financial leasing as per article I.9.47 Belgian Code of Economic Law or a leasing agreement as per the Royal Decree of 30 January 2001or the Royal Decree nr. 55 of 10 November 1967subject to laws that govern secured transactions. Despite the express intent of the parties, in the event that title to the Equipment transfers or is deemed to have been transferred to the Customer by operation of law or otherwise, the Customer hereby grants to Miraclon a purchase money security interest in the Equipment and all proceeds thereof or if the domicile or head office of the Customer is located in Quebec, a movable hypothec in the amount equal to the extent necessary to fully protect Miraclon’s right, title and interest in price of the Equipment and to secure all amounts due from the Customer under as stated in this Agreement and within the meaning of the Civil Code of Quebec. The Customer agrees to take such action as Miraclon shall be entitled may reasonably request to all rights perfect and remedies in relation to the Equipment that are granted to a secured party under applicable lawprotect such security interest and render opposable such hypothec. The Customer acknowledges that Miraclon intends to may file financing statements covering the Equipment (the “"Financing Statements")) under the applicable personal property security legislation. The Customer hereby authorizes Miraclon to file the Financing Statements and any financing change statements, registration forms, continuation statements or amendments without the signature of the Customer where permitted by law. If filing without Customer’s signature is not permitted by law, the Customer agrees to sign the Financing Statements at MiraclonXxxxxxxx’s request. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Equipment shall be sufficient as a financing statement where permitted by law. The Customer agrees that on request it shall provide Miraclon with written proof satisfactory to Miraclon of Customer’s complete and accurate official name (including capitalization and punctuation), the state jurisdiction in which the Customer was incorporated or organized, and Customer’s organization identification number (if applicable). The Where permitted by law, the Customer shall defend and indemnify Miraclon from and against agrees to waive receipt of notice of any claims to the Equipment adverse to the interest of Miraclon in the Equipment. The Customer shall not, at any time, remove, cover, obscure or obliterate the labels or other identifying markings that indicate Miraclon’s ownership of the EquipmentFinancing Statement.

Equipment Liens and Encumbrances. The Customer acknowledges that Miraclon retains all right, title and interest in and to the Equipment and therefore the Customer and Miraclon agree: (a) that this Agreement shall be construed to be a lease within the meaning of article 1709 Belgian Civil CodeArticle 2A of the Uniform Commercial Code (the "UCC") or any other applicable law as in effect in the jurisdiction whose laws govern this Agreement , and (b) that this Agreement thus does is not constitute or grant a proprietary or security right (‘zakelijk recht/zekerheid: droit reel/sûreté’). This Agreement does not constitute a financial leasing as per article I.9.47 Belgian Code subject to Article 9 of Economic Law or a leasing agreement as per the Royal Decree of 30 January 2001or the Royal Decree nr. 55 of 10 November 1967UCC. Despite the express intent of the parties, in the event that title to the Equipment transfers or is deemed to have been transferred to the Customer by operation of law or otherwise, the Customer hereby grants to Miraclon a purchase money security interest in the Equipment to the extent necessary to fully protect Miraclon’s right, title and interest in the Equipment and to secure all amounts due from the Customer under this Agreement and Miraclon shall be entitled to all rights and remedies in relation to the Equipment that are granted to a secured party under applicable law. The Customer acknowledges that Miraclon intends to file file, UCC-1 financing statements covering the Equipment (the “Financing Statements")) or any other applicable financial record requirements. The Customer hereby authorizes Miraclon to file the Financing Statements and any continuation statements or amendments without the signature of the Customer where permitted by law. If filing without Customer’s signature is not permitted by law, the Customer agrees to sign the Financing Statements at Miraclon’s request. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Equipment shall be sufficient as a financing statement where permitted by law. The Customer agrees that on request it shall provide Miraclon with written proof satisfactory to Miraclon of Customer’s complete and accurate official name (including capitalization and punctuation), the country/state in which the Customer was incorporated or organized, and Customer’s organization identification number (if applicable). The Customer shall defend and indemnify Miraclon from and against any claims to the Equipment adverse to the interest of Miraclon in the Equipment. The Customer shall not, at any time, remove, cover, obscure or obliterate the labels or other identifying markings that indicate Miraclon’s ownership of the Equipment.