Title to System and Property. (a) As between the Parties, the System shall at all times retain the legal status of personal property within the meaning of Article 9 of the Uniform Commercial Code and applicable real property law, throughout the duration of this Agreement and thereafter, Provider or Lender or their successors or permitted assigns shall be the legal and beneficial owner of the System at all times, and the System shall remain the personal property of Provider or Lender, their successors or permitted assigns and the System shall not attach to or be deemed a part of, or fixture to, the Property. Host covenants that it will not (i) assert or affirmatively claim or represent in any agreement or contract that the System is not personal property or is not owned by Provider or Lender, their successors or permitted assigns, or (ii) enter into any security agreement or similar document that specifies the System as being part of the collateral for the lien or security interest therein. If there is any mortgage or fixture filing against the Property which could reasonably be construed as prospectively attaching to the System as a fixture of the Property, Host shall, at Provider’s request, provide to such lien holder a statement that the Parties have agreed that the System is personal property and is property of the Provider or Lender, their successors or permitted assigns, and shall, without cost or expense to Host, use commercially reasonable efforts to obtain an acknowledgment from the lien holder that the lien holder does not have a lien on or security interest in the System or that it subordinates its mortgage to the Provider’s and Xxxxxxx’ (and their successors’ and assigns’) rights under this Agreement. Host consents to the filing of a disclaimer of the System as a fixture of the Property and/or a precautionary fixture filing in the office where real estate records are customarily filed in the jurisdiction of such Property. Host is not making any representation about the legal characterization of the System as personal property under any law.
(b) Except as otherwise provided in Sections 8.4 and 14.2, below, throughout the duration of this Agreement, Host shall be the legal and beneficial owner of the Property at all times, and the Property shall remain the property of Host and shall not be deemed a part of any System. Pursuant to Section 5.3(a), Provider shall file a disclaimer of the System as a fixture of the Property in the office where real estate records are customarily f...
