Common use of Covenants of Lessor Clause in Contracts

Covenants of Lessor. (a) From the date of this Lease through the initial term thereof and during any renewal thereof, as long as Lessee is not in default hereunder and subject to any necessary governmental approval: (1) Lessor shall take all action, insofar as within its control, necessary to maintain and preserve to the extent of its rights and powers its corporate existence, subject to the provisions of Section 16(c) hereof. (2) Lessor shall not issue, without the prior written consent of Lessee, which shall not be unreasonably withheld, any stock (or options to purchase such stock) except in substitution for capital stock lost, stolen, damaged or mutilated, or in connection with transfers or changes in registration of its capital stock, or as otherwise may be required by law. (3) Lessor shall permit at any and all reasonable times such person or persons as Lessee may designate to inspect the books and records of Lessor for any purpose whatsoever, and Lessee shall permit at any and all reasonable times such person or persons as Lessor may designate to inspect the books and records of Lessee for any purpose whatsoever. (4) Except with respect to rent received by Lessor under the provisions of Section 4(a) hereof or as otherwise permitted by Section 2 hereof in respect of nondemised property or by Section 16(c) hereof in respect of a transfer by Lessor of its demised property subject to the Lease, Lessor shall not, without the prior written consent of Lessee, which shall not be unreasonably withheld, make any payments, gifts, donations or other dispositions of any part of the demised property, enter into any employment contracts providing for terms of over one year, or pay or incur any liability for salaries, bonuses, pensions or other compensation other than in the ordinary course of business or pursuant to its established plans or practices. (5) Lessor shall not borrow any money, assume any guaranty, make advances (except pursuant to commitments made prior to the date of this Lease) or enter into an agreement to make advances, including advances to a debtor or debtors in order to provide the latter with funds with which to pay the principal of, premium, if any, or interest on indebtedness, or issue any bonds, debentures, notes or other indebtedness, except for bonds, debentures or notes issued in substitution for bonds, debentures or notes lost, stolen or mutilated, or in connection with transfers, changes in registration, partial payments, or as otherwise may be required by law or by the terms of the indenture pursuant to which such bonds, debentures or notes were issued; provided, however, that, notwithstanding the foregoing, between the date of this Lease and the commencement of the initial term of this Lease, Lessor may, without the consent of Lessee, at any time and from time to time (i) use its available cash or the equivalent for the purpose of paying or discharging to the extent possible its then existing liabilities, or (ii) borrow money for working capital purposes and issue its promissory notes in evidence thereof, provided that no such borrowing shall have a maturity longer than two years from the date of each borrowing and provided that there shall not be principal amounts of such borrowing outstanding at any one time in excess of $1.5 million. In calculating such limitation, no amount shall be included for any amount due the Pittsburgh National Bank under a note dated July 21, 1961, the original principal of which was $448,500, or any renewal thereof. (b) After the commencement of the term of this Lease and during any renewal thereof: (1) Lessor shall not declare any dividend on its common stock in an amount exceeding (i) Nondemised property (and nondemised property substituted therefor), the proceeds thereof and income therefrom, and (ii) The rent paid or to be paid pursuant to Section 4(a) hereof, less any income taxes payable in respect thereof and less any taxes or obligations incurred by Lessor solely for the benefit of its stockholders or reasonably allocable thereto or in connection with nondemised property or reasonably allocable thereto. (2) Lessor, so Tong as and to the extent that it possesses the power of eminent domain, shall exercise or permit Lessee to exercise in its name the power of eminent domain in respect of any property desired by Lessee to be taken. All expenses of Lessor in connection therewith, including sums payable for property or rights taken, shall be paid by Lessee or reimbursed to Lessor by Lessee, (3) Lessor shall, at the request of Lessee, take such actions and institute such proceedings as may be necessary to alter, continue, xxxxx or extend any part of the demised property or to enable Lessee to operate any part of the demised property in an efficient and economical manner, provided that such actions or proceedings are not contrary to any other term or provision of this Lease or any agreement to which Lessor is a party. (4) Lessor shall when requested by Lessee, to the extent permitted by law, modify, extend, terminate, abandon or surrender any existing leases, agency, trackage or other contracts or agreements made by Lessor or any of its predecessors in title, or enter into any such new agreements, whenever in the judgment of Lessee such modification, extension, termination, abandonment, surrender or making of a new agreement would be beneficial to Lessee, but not in disregard of any mortgages or other agreements covering such demised property. (c) Between the date of this Lease and the commencement of the term of this Lease: (1) Lessor shall keep and maintain the demised property in accordance with usual and accepted practices so that on the commencement of the term of this Lease the demised property will be in as good condition as it is now, ordinary wear and tear excepted. (2) Lessor shall not pay any dividends on its capital stock. (d) Lessor represents and warrants that its General Balance Sheet as of March 31, 1962, copies of which have been furnished Lessee, fairly presents the assets and liabilities of Lessor as of that date in accordance with accounting principles and practices approved by the Interstate Commerce Commission; and that, to its knowledge, Lessor does not have any material liabilities, direct or contingent,' including without limitation tax liabilities, not shown on such General Balance Sheet or the related notes thereto, or otherwise disclosed in writing; and that, since the date of such General Balance Sheet to the date of execution of this Lease, there has not been any material adverse change in Lessor's financial condition from that set forth in such General Balance Sheet other than changes arising in the usual and ordinary course of business.

Covenants of Lessor. Each Lessor hereby covenants with Lender that: (a) From Lessor will (i) fulfill, perform and observe each and every material condition and covenant of Lessor contained in any of the date of this Lease through the initial term thereof and during any renewal thereof, as long as Lessee is not Leases in default hereunder and subject to any necessary governmental approval: (1) Lessor shall take all action, insofar as within its control, necessary to maintain and preserve to the extent of its rights and powers its corporate existence, subject to accordance with the provisions thereof; (ii) at no cost or expense to Lender, enforce the performance and observance of Section 16(ceach and every material covenant and condition of each of the Leases to be performed or observed by the Tenant thereunder; and (iii) hereof. (2) Lessor shall not issue, without the prior written consent of Lessee, which shall not be unreasonably withheld, appear in and defend or settle any stock (or options to purchase such stock) except in substitution for capital stock lost, stolen, damaged or mutilatedaction growing out of, or in connection with transfers any matter connected with, any of the Leases or changes in registration the obligations or liabilities of its capital stock, Lessor as the “landlord” or as otherwise may be required by law.“lessor” thereunder or of the Tenant or any guarantor thereunder; (3) Lessor shall permit at any and all reasonable times such person or persons as Lessee may designate to inspect the books and records of Lessor for any purpose whatsoever, and Lessee shall permit at any and all reasonable times such person or persons as Lessor may designate to inspect the books and records of Lessee for any purpose whatsoever. (4b) Except with respect to rent received by Lessor under the provisions of Section 4(a) hereof or as otherwise permitted by Section 2 hereof in respect of nondemised property or by Section 16(c) hereof in respect of a transfer by Lessor of its demised property subject pursuant to the Leaseterms of the Loan Agreement, Lessor shall not, without the prior written consent of LesseeLender, which shall not be unreasonably withheld, make any payments, gifts, donations or other dispositions of any part of the demised property, (i) enter into any employment contracts providing for terms of over one yearLease, or pay or incur any liability for salaries, bonuses, pensions or other compensation other than except a resident lease in the ordinary course of business business; (ii) modify or pursuant amend any of the Leases in any material respect without the prior written consent of Lender; (iii) terminate or accept the surrender of any of the Leases unless the Tenant thereunder shall have defaulted; (iv) waive or release any Tenant from the performance or observance of any material obligation or condition of its Lease; (v) further encumber the Lease or the collateral pledged for the Loan or (vi) permit to its established plans be made any prepayment of any installment of rent or practices.fees under the Leases for more than one (1) months in advance (except for security deposits); (5c) Lessor shall not borrow execute any money, assume any guaranty, make advances (except pursuant to commitments made prior to the date of this Lease) or enter into an agreement to make advances, including advances to a debtor or debtors in order to provide the latter with funds with which to pay the principal of, premium, if any, or interest on indebtedness, or issue any bonds, debentures, notes or other indebtedness, except for bonds, debentures or notes issued in substitution for bonds, debentures or notes lost, stolen or mutilated, or in connection with transfers, changes in registration, partial payments, or as otherwise may be required by law or by the terms further assignment of the indenture pursuant to which such bondsincome, debentures rents, issues or notes were issued; provided, however, that, notwithstanding the foregoing, between the date of this Lease and the commencement of the initial term of this Lease, Lessor may, without the consent of Lessee, at any time and from time to time (i) use its available cash or the equivalent for the purpose of paying or discharging to the extent possible its then existing liabilities, or (ii) borrow money for working capital purposes and issue its promissory notes in evidence thereof, provided that no such borrowing shall have a maturity longer than two years from the date of each borrowing and provided that there shall not be principal amounts of such borrowing outstanding at any one time in excess of $1.5 million. In calculating such limitation, no amount shall be included for any amount due the Pittsburgh National Bank under a note dated July 21, 1961, the original principal of which was $448,500profits, or any renewal part thereof. (b) After , from the commencement Premises or any further assignment of any of the term of this Lease and during any renewal thereof: (1) Lessor shall not declare any dividend on its common stock in an amount exceeding (i) Nondemised property (and nondemised property substituted therefor), the proceeds thereof and income therefrom, and (ii) The rent paid or to be paid pursuant to Section 4(a) hereof, less any income taxes payable in respect thereof and less any taxes or obligations incurred by Lessor solely for the benefit of its stockholders or reasonably allocable thereto or in connection with nondemised property or reasonably allocable thereto. (2) Lessor, so Tong as and to the extent that it possesses the power of eminent domain, shall exercise or permit Lessee to exercise in its name the power of eminent domain in respect of any property desired by Lessee to be taken. All expenses of Lessor in connection therewith, including sums payable for property or rights taken, shall be paid by Lessee or reimbursed to Lessor by Lessee, (3) Lessor shall, at the request of Lessee, take such actions and institute such proceedings as may be necessary to alter, continue, xxxxx or extend any part of the demised property or to enable Lessee to operate any part of the demised property in an efficient and economical manner, provided that such actions or proceedings are not contrary to any other term or provision of this Lease or any agreement to which Lessor is a party. (4) Lessor shall when requested by Lessee, to the extent permitted by law, modify, extend, terminate, abandon or surrender any existing leases, agency, trackage or other contracts or agreements made by Lessor or any of its predecessors in title, or enter into any such new agreements, whenever in the judgment of Lessee such modification, extension, termination, abandonment, surrender or making of a new agreement would be beneficial to Lessee, but not in disregard of any mortgages or other agreements covering such demised property. (c) Between the date of this Lease and the commencement of the term of this Lease: (1) Lessor shall keep and maintain the demised property in accordance with usual and accepted practices so that on the commencement of the term of this Lease the demised property will be in as good condition as it is now, ordinary wear and tear excepted. (2) Lessor shall not pay any dividends on its capital stockLeases. (d) Lessor represents shall furnish to Lender, within ten (10) days after a request by Xxxxxx to do so, a sworn statement setting forth the name of all lessees and warrants that its General Balance Sheet as tenants of March 31the Premises, 1962the terms of their respective leases, tenant contracts or rental agreements, the space occupied, and the rentals payable thereunder, and stating whether to each Lessor’s knowledge any defaults, off-sets or defenses exist under or in connection with any of said leases, tenant contracts or rental agreements. (e) Lessor shall take no action which shall cause or permit the estate of the Tenant under any of the Leases to merge with the interest of Lessor in the Premises or any portion thereof; (f) ACCEPTANCE OF THIS ASSIGNMENT SHALL NOT BE CONSTRUED AS A CONSENT BY XXXXXX TO ANY OF THE LEASES AND, SUBJECT TO THE TERMS OF THIS PARAGRAPH, LENDER SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION OF LESSOR UNDER ANY OF THE LEASES, AND LESSORS AGREE TO, AND DO HEREBY INDEMNIFY AND HOLD LENDER HARMLESS AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES AND EXPENSES ACTUALLY INCURRED) WHICH XXXXXX MAY INCUR UNDER ANY OF THE LEASES OR UNDER OR BY REASON OF THIS ASSIGNMENT, AND FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER BY REASON OF ANY ACT OR FAILURE TO ACT BY XXXXXX UNDER THIS ASSIGNMENT OR ANY ALLEGED OBLIGATION OR UNDERTAKING TO BE PERFORMED OR DISCHARGED BY LENDER UNDER THIS ASSIGNMENT UNLESS ANY SUCH CLAIM OR DEMAND IS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LENDER. THE FOREGOING INDEMNITY SHALL NOT BE APPLICABLE TO ANY SUCH CLAIM, LIABILITY, LOSS, COST, EXPENSE OR DAMAGE WHICH RESULTS FROM ANY ACTION OF LENDER WHICH OCCURS SUBSEQUENT TO THE COMPLETION OF A FORECLOSURE OR ACCEPTANCE OF A DEED IN LIEU OF FORECLOSURE WITH RESPECT TO THE PREMISES OR DURING ANY PERIOD THAT A RECEIVER HAS BEEN APPOINTED AT THE REQUEST OF LENDER; (g) Lessor shall authorize and direct, and does hereby authorize and direct each and every present and future Tenant of the whole or any part of the Premises to pay all rental to Lender upon receipt of written demand from Lender to so pay the same (which demand shall not be made until after an Event of Default); (h) Upon request of Xxxxxx, Lessor shall deliver Lender certified copies of which have been furnished Lesseeall Leases then in effect; and (i) Upon request of Lender following an Event of Default, fairly presents Lessor immediately shall deliver to Lender all security deposits and other deposits (whether refundable or non-refundable) paid by Tenants under the assets and liabilities of Lessor as of that date in accordance with accounting principles and practices approved by the Interstate Commerce CommissionLeases; and thatLender shall hold such deposits in a custodial account controlled by Lender, to its knowledge, Lessor does not have any material liabilities, direct or contingent,' including without limitation tax liabilities, not shown on such General Balance Sheet or the related notes thereto, or otherwise disclosed in writing; and that, since the date of such General Balance Sheet subject to the date terms and conditions of execution of this Lease, there has not been any material adverse change in Lessor's financial condition from that set forth in such General Balance Sheet other than changes arising in the usual and ordinary course of businessLeases.

Covenants of Lessor. The Lessor covenants to the Lessee that the Lessee, paying the Rent when due as aforesaid, shall peaceably and quietly use, occupy and possess the said Demised Premises for the full term of the Lease without hindrance, conviction, molestation or interruption whatsoever, except as provided below. The said Lessee covenants with Lessor: (a) From the date of this Lease through the initial term thereof and during any renewal thereof, as long as Lessee is not in default hereunder and subject to any necessary governmental approval: (1) Lessor shall take all action, insofar as within its control, necessary to maintain and preserve to the extent of its rights and powers its corporate existence, subject to the provisions of Section 16(c) hereof. (2) Lessor shall not issue, without the prior written consent of Lessee, which shall not be unreasonably withheld, any stock (or options to purchase such stock) except in substitution for capital stock lost, stolen, damaged or mutilated, or in connection with transfers or changes in registration of its capital stock, or as otherwise may be required by law. (3) Lessor shall permit at any and all reasonable times such person or persons as Lessee may designate to inspect the books and records of Lessor for any purpose whatsoever, and Lessee shall permit at any and all reasonable times such person or persons as Lessor may designate to inspect the books and records of Lessee for any purpose whatsoever. (4) Except with respect to rent received by Lessor under the provisions of Section 4(a) hereof or as otherwise permitted by Section 2 hereof in respect of nondemised property or by Section 16(c) hereof in respect of a transfer by Lessor of its demised property subject to the Lease, Lessor shall not, without the prior written consent of Lessee, which shall not be unreasonably withheld, make any payments, gifts, donations or other dispositions of any part of the demised property, enter into any employment contracts providing for terms of over one year, or pay or incur any liability for salaries, bonuses, pensions or other compensation other than in the ordinary course of business or pursuant to its established plans or practices. (5) Lessor shall not borrow any money, assume any guaranty, make advances (except pursuant to commitments made prior to the date of this Lease) or enter into an agreement to make advances, including advances to a debtor or debtors in order to provide the latter with funds with which to pay said Rent on or before the principal of, premium, if any, or interest on indebtedness, or issue any bonds, debentures, notes or other indebtedness, except for bonds, debentures or notes issued in substitution for bonds, debentures or notes lost, stolen or mutilated, or in connection with transfers, changes in registration, partial payments, or as otherwise may be required by law or by the terms of the indenture pursuant to which such bonds, debentures or notes were issued; provided, however, that, notwithstanding the foregoing, between the date of this Lease and the commencement of the initial term of this Lease, Lessor may, without the consent of Lessee, at any time and from time to time (i) use its available cash or the equivalent for the purpose of paying or discharging to the extent possible its then existing liabilities, or (ii) borrow money for working capital purposes and issue its promissory notes in evidence thereof, provided that no such borrowing shall have a maturity longer than two years from the date first of each borrowing and provided that there shall not be principal amounts of such borrowing outstanding at any one time in excess of $1.5 million. In calculating such limitation, no amount shall be included for any amount due the Pittsburgh National Bank under a note dated July 21, 1961, the original principal of which was $448,500, or any renewal thereof.month; (b) After to deposit with Lessor a Security Deposit in the commencement amount of the term of this Lease and during any renewal thereof: (1) Lessor shall not declare any dividend on its common stock in an amount exceeding (i) Nondemised property (and nondemised property substituted therefor), the proceeds thereof and income therefrom, and (ii) The one month’s rent paid or agreed to be paid pursuant to Section 4(a) hereof, less any income taxes payable in respect thereof and less any taxes or obligations incurred by Lessor solely for the benefit of its stockholders or reasonably allocable thereto or in connection with nondemised property or reasonably allocable thereto. (2) Lessor, so Tong as and to the extent that it possesses the power of eminent domain, shall exercise or permit Lessee to exercise in its name the power of eminent domain in respect of any property desired by Lessee to be taken. All expenses of Lessor in connection therewith, including sums payable for property or rights taken, above which shall be paid by Lessee or reimbursed to Lessor by Lessee, (3) Lessor shall, at the request of Lessee, take such actions and institute such proceedings as may be necessary to alter, continue, xxxxx or extend any part of the demised property or to enable Lessee to operate any part of the demised property in an efficient and economical manner, provided that such actions or proceedings are not contrary to any other term or provision of this Lease or any agreement to which Lessor is a party. (4) Lessor shall when requested by Lessee, to the extent permitted by law, modify, extend, terminate, abandon or surrender any existing leases, agency, trackage or other contracts or agreements made retained by Lessor or any of its predecessors in title, or enter into any such new agreements, whenever in the judgment of released to Lessee such modification, extension, termination, abandonment, surrender or making of a new agreement would be beneficial to Lessee, but not in disregard of any mortgages or other agreements covering such demised propertyas hereinafter provided. (c) Between to pay in cooperation with all other Lessees in the date Premise all electric, cable, internet, telephone and other such charges which may be assessed upon the Demised Premises during the term hereof. Basic cable and internet and water / sewer are included in the rent. Any upgrade to said included basic services shall be at the expense of the Lessee; (d) not to suffer or commit any waste of the Demised Premises nor make any unlawful, improper or offensive use of the same; (e) not to assign this Lease and or underlet the commencement said Demised Premises or any part thereof without the prior, written consent of the term of this Lease:Lessor; (1f) Lessor shall keep and maintain at the demised property in accordance with usual and accepted practices so that on termination of said tenancy, to quietly yield up the commencement of the term of this Lease the demised property will be in as good condition as it is now, ordinary Demised Premises (reasonable wear and tear excepted) as the same now are; (g) not to deposit, store, dispose, remove, bury, discharge, spill, lose, or filtrate any oil, petroleum or chemical liquids or solids, liquid or gaseous products or any hazardous waste or hazardous substances (collectively, “Hazardous Substances”), as those terms are used in any law, code or ordinance, including but not limited to, the Comprehensive Environmental Response Compensation and Liability Act of 1980 at, on or under the Demised Premises. If it is discovered that the Demised Premises is contaminated in any manner as a result of the breach of this provision of the Lease or any act or omission of Lessee or any of Lessee's agents, employees or contractors or any third parties, Lessee will indemnify, hold harmless (and, at Lessee's option, defend) Lessor from any and all claims, losses and expenses, including reasonable attorney's fees, arising as a result of such contamination. Such indemnity includes, without limitation, any and all costs incurred due to any investigation of the site or any cleanup, removal, or restoration mandated by federal, state or local agency or political subdivision; and (h) to keep the Demised Premises free and clear of all mechanic's and materialmen's liens arising out of any activities by Lessee. Lessee agrees to indemnify, defend and hold Lessor harmless against any and all claims, losses, liabilities, damages or expenses (including without limitation, attorney's fees) which may arise from or be related to a breach of this provision of the Lease. (2i) Lessor shall not pay to smoke or allow any dividends on its capital stockfamily and friends to smoke inside the Demised Premises. (d) Lessor represents and warrants that its General Balance Sheet as of March 31, 1962, copies of which have been furnished Lessee, fairly presents the assets and liabilities of Lessor as of that date in accordance with accounting principles and practices approved by the Interstate Commerce Commission; and that, to its knowledge, Lessor does not have any material liabilities, direct or contingent,' including without limitation tax liabilities, not shown on such General Balance Sheet or the related notes thereto, or otherwise disclosed in writing; and that, since the date of such General Balance Sheet to the date of execution of this Lease, there has not been any material adverse change in Lessor's financial condition from that set forth in such General Balance Sheet other than changes arising in the usual and ordinary course of business.

Covenants of Lessor. Lessor hereby covenants and agrees with AFI as follows: (a) From AFI may for reasonable business causes audit during normal business hours Lessor's books and records relating to all Leases and any other documents assigned to AFI and may endorse Lessor's name on any remittances received from any Lessee. (b) With respect to all Leases in which AFI has an interest, Lessor hereby assigns to AFI all its rights and privileges under guarantees and agreements and endorsements by third parties relating to the date Lease. (c) Lessor hereby defends, indemnifies, and holds AFI harmless from every claim, loss, demand, liability, and expense of this Lease through the initial term thereof and during any renewal thereof, as long as Lessee is not in default hereunder and kind (including reasonable attorneys' fees) that AFI may become subject to arising out of: (i) a breach of any necessary governmental approvalof the warranties and representations herein contained, or (ii) any misrepresentation or nonfulfillment of any covenant on the part of Lessor provided in this Agreement or in any statement or certificate furnished by Lessor to AFI; (iii) conduct of the Lessor in endeavoring to repossess any Equipment or to collect sums due under any Lease; or (iv) any claim or defense the Lessee could now or hereafter assert against the Lessor, whether or not the Lessee ultimately prevails. If the Lessee at anytime attempts to revoke, mollify, or terminate the lease due to any breach or non-performance by Lessor, or sets off any amount owing under the Lease or pays it into escrow, the Lessor upon written notice by AFI shall pay to AFI any monthly amount owing under the Lease until such time as either the breach or non-performance is corrected or in the event 120 days shall pass without Lessee resuming obligations then Lessor shall immediately pay AFI all remaining amounts due or to become due and any residual value due or to become due immediately per Section 6 whether or not the Lessee's claim or defense has been finally adjudicated. The Lessor agrees to pay all of AFI's legal and other expenses of: (1) Lessor shall take all actionseeking to overcome or defending such claims and defenses in the event AFI chooses to do so, insofar as within its control, necessary to maintain and preserve to the extent (2) enforcement of its rights under Lessor's indemnity contained herein. The foregoing indemnity is a continuing indemnity and powers its corporate existence, subject to the provisions of Section 16(c) hereof. (2) Lessor shall not issue, without the prior written consent of Lessee, which shall not be unreasonably withheld, any stock (or options to purchase such stock) except in substitution for capital stock lost, stolen, damaged or mutilated, or in connection with transfers or changes in registration of its capital stock, or as otherwise may be required by law. (3) Lessor shall permit at any and all reasonable times such person or persons as Lessee may designate to inspect the books and records of Lessor for any purpose whatsoever, and Lessee shall permit at any and all reasonable times such person or persons as Lessor may designate to inspect the books and records of Lessee for any purpose whatsoever. (4) Except with respect to rent received by Lessor under the provisions of Section 4(a) hereof or as otherwise permitted by Section 2 hereof in respect of nondemised property or by Section 16(c) hereof in respect of a transfer by Lessor of its demised property subject to the Lease, Lessor shall not, without the prior written consent of Lessee, which shall not be unreasonably withheld, make any payments, gifts, donations or other dispositions of any part of the demised property, enter into any employment contracts providing for terms of over one year, or pay or incur any liability for salaries, bonuses, pensions or other compensation other than in the ordinary course of business or pursuant to its established plans or practices. (5) Lessor shall not borrow any money, assume any guaranty, make advances (except pursuant to commitments made prior to the date survive termination of this Lease) or enter into an agreement to make advances, including advances to a debtor or debtors in order to provide the latter with funds with which to pay the principal of, premium, if any, or interest on indebtedness, or issue any bonds, debentures, notes or other indebtedness, except for bonds, debentures or notes issued in substitution for bonds, debentures or notes lost, stolen or mutilated, or in connection with transfers, changes in registration, partial payments, or as otherwise may be required by law or by the terms of the indenture pursuant to which such bonds, debentures or notes were issued; provided, however, that, notwithstanding the foregoing, between the date of this Lease and the commencement of the initial term of this Lease, Lessor may, without the consent of Lessee, at any time and from time to time (i) use its available cash or the equivalent for the purpose of paying or discharging to the extent possible its then existing liabilities, or (ii) borrow money for working capital purposes and issue its promissory notes in evidence thereof, provided that no such borrowing shall have a maturity longer than two years from the date of each borrowing and provided that there shall not be principal amounts of such borrowing outstanding at any one time in excess of $1.5 million. In calculating such limitation, no amount shall be included for any amount due the Pittsburgh National Bank under a note dated July 21, 1961, the original principal of which was $448,500, or any renewal thereof. (b) After the commencement of the term of this Lease and during any renewal thereof: (1) Lessor shall not declare any dividend on its common stock in an amount exceeding (i) Nondemised property (and nondemised property substituted therefor), the proceeds thereof and income therefrom, and (ii) The rent paid or to be paid pursuant to Section 4(a) hereof, less any income taxes payable in respect thereof and less any taxes or obligations incurred by Lessor solely for the benefit of its stockholders or reasonably allocable thereto or in connection with nondemised property or reasonably allocable thereto. (2) Lessor, so Tong as and to the extent that it possesses the power of eminent domain, shall exercise or permit Lessee to exercise in its name the power of eminent domain in respect of any property desired by Lessee to be taken. All expenses of Lessor in connection therewith, including sums payable for property or rights taken, shall be paid by Lessee or reimbursed to Lessor by Lessee, (3) Lessor shall, at the request of Lessee, take such actions and institute such proceedings as may be necessary to alter, continue, xxxxx or extend any part of the demised property or to enable Lessee to operate any part of the demised property in an efficient and economical manner, provided that such actions or proceedings are not contrary to any other term or provision of this Lease or any agreement to which Lessor is a party. (4) Lessor shall when requested by Lessee, to the extent permitted by law, modify, extend, terminate, abandon or surrender any existing leases, agency, trackage or other contracts or agreements made by Lessor or any of its predecessors in title, or enter into any such new agreements, whenever in the judgment of Lessee such modification, extension, termination, abandonment, surrender or making of a new agreement would be beneficial to Lessee, but not in disregard of any mortgages or other agreements covering such demised property. (c) Between the date of this Lease and the commencement of the term of this Lease: (1) Lessor shall keep and maintain the demised property in accordance with usual and accepted practices so that on the commencement of the term of this Lease the demised property will be in as good condition as it is now, ordinary wear and tear excepted. (2) Lessor shall not pay any dividends on its capital stockAgreement. (d) Lessor represents agrees to execute and warrants deliver any and all papers or documents which AFI may reasonably request from time to time in order to carry out the purpose hereof, or to facilitate the collection of monies due or to become due from any Lessee under any Lease assigned to AFI. In the event Lessor received or receives any monies due under any Lease that its General Balance Sheet as of March 31, 1962, copies of which have been furnished Lessee, fairly presents the assets and liabilities of Lessor as of that date in accordance with accounting principles and practices approved by the Interstate Commerce Commission; and that, assigned to its knowledgeAFI, Lessor does not have agrees to immediately forward such monies to AFI. (e) Lessor shall notify AFI immediately upon obtaining knowledge of any material liabilitiesdefault in the performance of a Lessee's obligations under a Lease, direct or contingent,' including without limitation tax liabilitiesthe payment of sums due under the Lease. (f) Lessor will not, not shown on such General Balance Sheet without AFI's prior written consent, solicit or accept collection of any rents due under a Lease, repossess or consent to the related notes theretoreturn of any Equipment, or otherwise disclosed modify or terminate the Lease or waive any of AFI's rights thereunder. (g) Lessor shall pay all personal property taxes, including tangible and intangible personal privilege, documentary, sales, transaction and other like tax or taxes in writing; lieu thereof, applicable to any of the transactions contemplated by this Agreement, and thatwhich may be imposed or assessed against the Equipment, since this Agreement, the date Leases or AFI, except for taxes measured or imposed on the net income of such General Balance Sheet AFI. Provided, however, AFI shall collect and remit use and property taxes, if AFI has received title to Equipment (i.e., in transactions where AFI is receiving an assignment of all of Lessor's right, title, and interest in and to Leases and Equipment pursuant to the date Xxxx of execution of this LeaseSales and Assignment attached hereto as Exhibit A). In addition, there in instances where AFI has not been any material adverse change merely received a security interest in Lessor's financial condition from Equipment pursuant to the Assignment Agreement attached hereto as Exhibit B, AFI may forward collected use taxes to Lessor along with a request that set forth Lessor remit the collected tax to the proper taxing jurisdiction, in which case Lessor shall remit such General Balance Sheet other than changes arising in the usual and ordinary course of businesstax to such jurisdiction.