Common use of Obligations of Sublessee Clause in Contracts

Obligations of Sublessee. (a) Sublessee hereby expressly assumes and agrees to perform all the obligations and covenants required by the Lease to be kept or performed by Sublessor, as lessee therein, and Sublessee. (b) Sublessee covenants and agrees to pay the various amounts herein required and use the Equipment for the purposes hereinbefore stated until Sublessee receives clear title to the Equipment in accordance with Section 8 or 16 of the Lease, subject to Lessor's rights to the Equipment set forth in the Lease. (c) Sublessee hereby represents, warrants, covenants, acknowledges and agrees that Sublessor has, by executing and delivering this Sublease, caused or required Sublessee to undertake and be responsible for compliance with the duties of Sublessor and Sublessee and to incur limitations on its rights as set forth in the Lease and hereunder. Sublessee further represents, warrants, covenants and agrees that it will fulfill its obligations and those of Sublessor as so described. (d) Sublessee hereby grants to Sublessor a first and prior security interest in any and all rights, title and interest of Sublessee in (i) the Lease, (ii) this Sublease, (iii) the Pledged Revenues, (iv) the Escrow Fund, and the amounts held therein (if any), (v) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Fund (if any), (vi) the Equipment and all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired, and (vii) all products, proceeds and revenues of and from any of the foregoing personal property. Xxxxxxxxx agrees to execute and deliver all financing statements, applications for title and certificates of title with Xxxxxx's first lien noted thereon and any other instruments necessary pursuant to applicable law to evidence and perfect such security interest. (e) Sublessee hereby incorporates in this Sublease its representations, warranties and covenants found (i) in the Certificate of the Sublessee in the form attached hereto as Exhibit F to be dated concurrently with the delivery of this Sublease and (ii) if the aggregate principal of the Sublease shall be equal to or exceed One Million Dollars ($1,000,000), in Schedule A attached hereto. (f) In the event that Sublessee does not spend the moneys in the Escrow Fund within six (6) months of the date the deposit is made pursuant to Section 2 hereof, Sublessee will, if required by Section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in §1.148-3(b) of the Treasury Regulations) not less frequently than once per year after the date of such deposit of moneys with the Escrow Agent; and (ii) rebate to the United States, not less frequently than once every five (5) years after such deposit date, an amount equal to at least 90% of the Rebate Amount, and within sixty (60) days after payment of all Rental Payments or the Termination Value (as provided in Section 16 of the Lease), 100% of the Rebate Amount, as required by the Code and the Treasury Regulations promulgated thereunder. Lessee shall determine the Rebate Amount, if any, at least every year and upon payment of all Rental Payments or the Termination Value and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of final payment of all Rental Payments or the Termination Value. (g) There is no litigation is pending, or, threatened in any court in any way contesting or calling into question the lawful existence of the Sublessee or the titles of its officers or, in any way contesting or affecting the validity or enforceability of the Sublease, or contesting the powers of the Sublessee or its authority with respect to the Sublease; (h) The consummation of all transactions with respect to the Sublease to which the Sublessee is a party have been duly authorized by all necessary action on the part of the Sublessee, in compliance with all applicable law, and, do not and will not in any material respect conflict with or constitute on the part of the Sublessee a breach of or default by the Sublessee under any indenture, agreement or other instrument to which it is a party, or conflict with, violate or result in a breach of any existing applicable law, public administrative rule or regulation, judgment, court order or consent decree to which the Sublessee is subject.

Obligations of Sublessee. (a) 10.1 Sublessee hereby expressly assumes and agrees to shall perform all of the obligations and covenants required by the Lease to be kept or performed by Sublessor, as lessee therein, and Sublessee. (b) Sublessee covenants and agrees to pay the various amounts herein required and use the Equipment for the purposes hereinbefore stated until Sublessee receives clear title to the Equipment in accordance with Section 8 or 16 of the Lease, subject to Lessor's rights to the Equipment set forth in the Lease. (c) Sublessee hereby represents, warrants, covenants, acknowledges and agrees that Sublessor has, by executing and delivering this Sublease, caused or required Sublessee to undertake and be responsible for compliance with the duties of Sublessor and Sublessee and to incur limitations on its rights as set forth in the Lease and hereunder. Sublessee further represents, warrants, covenants and agrees that it will fulfill its obligations and those of Sublessor as so described. (d) Sublessee hereby grants to Sublessor a first and prior security interest in any and all rights, title and interest of Sublessee in (i) the Lease, (ii) this Sublease, (iii) the Pledged Revenues, (iv) the Escrow Fund, and the amounts held therein (if any), (v) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Fund (if any), (vi) the Equipment and all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired, and (vii) all products, proceeds and revenues of and from any of the foregoing personal property. Xxxxxxxxx agrees to execute and deliver all financing statements, applications for title and certificates of title with Xxxxxx's first lien noted thereon and any other instruments necessary pursuant to applicable law to evidence and perfect such security interest. (e) Sublessee hereby incorporates in this Sublease its representations, warranties and covenants found (i) in the Certificate of the Sublessee in the form attached hereto as Exhibit F to be dated concurrently with the delivery of this Sublease and (ii) if the aggregate principal of the Sublease shall be equal to or exceed One Million Dollars ($1,000,000), in Schedule A attached hereto. (f) In the event that Sublessee does not spend the moneys in the Escrow Fund within six (6) months of the date the deposit is made pursuant to Section 2 hereof, Sublessee will, if required by Section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in §1.148-3(b) of the Treasury Regulations) not less frequently than once per year after the date of such deposit of moneys with the Escrow Agent; and (ii) rebate to the United States, not less frequently than once every five (5) years after such deposit date, an amount equal to at least 90% of the Rebate Amount, and within sixty (60) days after payment of all Rental Payments or the Termination Value (as provided in Section 16 of the Lease), 100% of the Rebate Amount, as required by the Code and the Treasury Regulations promulgated thereunder. Lessee shall determine the Rebate Amount, if any, at least every year and upon payment of all Rental Payments or the Termination Value and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of final payment of all Rental Payments or the Termination Value. (g) There is no litigation is pending, or, threatened in any court in any way contesting or calling into question the lawful existence of the Sublessee or the titles of its officers or, in any way contesting or affecting the validity or enforceability of the Sublease, or contesting the powers of the Sublessee or its authority with respect to the Sublease; (h) The consummation of all transactions Tenant with respect to the Sublease Premises under the Master Sublease as if Sublessee were the sublessor under the Master Sublease and Sublessor was the Master Sublessor under the Master Sublease, except: (a) the obligation to which pay Sublease Rent, or (b) any other obligations inconsistent with this Sublease. All of the Sublessee is a party have been duly authorized by all necessary action on terms of the Master Lease are hereby expressly incorporated as part of this Sublease except that the Sublessee, in compliance with all applicable law, and, do not and will not in any material respect conflict with or constitute on the part following provisions of the Master Lease are expressly not incorporated herein: Section 1.2, those portions of the first sentence of Section 3 following the word “condition,” the second sentence of Section 3, Section 5 (except Sections 5.5 and 5.6, which shall be incorporated herein), Section 25, Section 26, Section 30, Section 31.13, Section 31.17, and all provisions of Exhibit B and C. 10.2 References in the Master Lease as incorporated herein to “Lease” shall be deemed a reference to “Sublease”, each reference therein to “Premises” shall be deemed a reference to “Sublease Premises”, each reference therein to “Commencement Date” shall be deemed a reference to “Sublease Commencement Date”, each reference therein to “Base Rent” shall be deemed a reference to “Sublease Base Rent”, each reference therein to “Additional Rent” shall be deemed a reference to “Sublease Additional Rent”, and each reference therein to “Rent” shall be deemed a reference to “Sublease Rent”. 10.3 With respect to any consent or approval required to be obtained from the Lessor under the Master Lease, such consent must be obtained from both Lessor and Sublessor, and the approval of Sublessor may be withheld if the Lessor’s consent is not obtained. 10.4 In the event Sublessee a breach fails to comply with the terms of or default by this Sublease, Sublessor shall be entitled to all of the remedies granted to Lessor in the Master Lease, together with any other rights Sublessor might otherwise have. All provisions in the Master Lease related to indemnification shall be applicable as between Sublessor and Sublessee and Sublessee and the Lessor under any indenturethe Master Lease. 10.5 Sublessee shall name Sublessor, agreement or Lessor and the other instrument to which parties required under the Master Lease as named additional insured in the insurance policies it is required to obtain in the Master Lease. Sublessee shall provide a partycertificate of insurance complying with the prior sentence no later than three (3) business days prior to the earlier of the (a) Possession Date, or conflict with, (b) Sublease Commencement Date. 10.6 Sublessee shall not commit or suffer any act or omission that will violate or result in a breach any of any existing applicable law, public administrative rule or regulation, judgment, court order or consent decree the provisions of the Master Lease required to which the be performed by Sublessee is subjectpursuant to this Sublease.

Obligations of Sublessee. (a) a. Sublessee hereby expressly assumes and agrees to shall perform all of the obligations obligations, and covenants required by shall have all of the rights, of Sublessor under the Lease to be kept or performed the extent applicable to the Sublease Term as if Sublessee were the tenant under the Lease and Sublessor were the landlord under the Lease; provided, however, that Sublessee shall have no obligation to perform obligations under the Lease which are inconsistent with this Sublease. Sublessor shall perform all Lease obligations which are not assumed by Sublessee hereunder. b. In the event Sublessee fails to comply with the terms of this Sublease, Sublessor, as lessee thereinafter giving Sublessee five days written notice and an opportunity to cure, and Sublessee. (b) Sublessee covenants and agrees shall be entitled to pay the various amounts herein required and use the Equipment for the purposes hereinbefore stated until Sublessee receives clear title to the Equipment in accordance with Section 8 or 16 all of the Lease, subject remedies granted to Lessor's rights to the Equipment set forth Landlord in the Lease. (c) Sublessee hereby represents, warrants, covenants, acknowledges and agrees that Sublessor has, by executing and delivering this Sublease, caused or required Sublessee to undertake and be responsible for compliance with the duties of Sublessor and Sublessee and to incur limitations on its rights as set forth in the Lease and hereunder. Sublessee further represents, warrants, covenants and agrees that it will fulfill its obligations and those of Sublessor as so described. (d) Sublessee hereby grants to Sublessor a first and prior security interest in any and all rights, title and interest of Sublessee in (i) the Lease, (ii) this Sublease, (iii) the Pledged Revenues, (iv) the Escrow Fund, and the amounts held therein (if any), (v) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Fund (if any), (vi) the Equipment and all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired, and (vii) all products, proceeds and revenues of and from any of the foregoing personal property. Xxxxxxxxx agrees to execute and deliver all financing statements, applications for title and certificates of title with Xxxxxx's first lien noted thereon and any other instruments necessary pursuant to applicable law to evidence and perfect such security interest. (e) Sublessee hereby incorporates in this Sublease its representations, warranties and covenants found (i) in the Certificate of the Sublessee in the form attached hereto as Exhibit F to be dated concurrently with the delivery of this Sublease and (ii) if the aggregate principal of the Sublease shall be equal to or exceed One Million Dollars ($1,000,000), in Schedule A attached hereto. (f) In the event that Sublessee does not spend the moneys in the Escrow Fund within six (6) months of the date the deposit is made pursuant to Section 2 hereof, Sublessee will, if required by Section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in §1.148-3(b) of the Treasury Regulations) not less frequently than once per year after the date of such deposit of moneys with the Escrow Agent; and (ii) rebate to the United States, not less frequently than once every five (5) years after such deposit date, an amount equal to at least 90% of the Rebate Amount, and within sixty (60) days after payment of all Rental Payments or the Termination Value (as provided in Section 16 of the Lease), 100% of the Rebate Amount, as required by the Code and the Treasury Regulations promulgated thereunder. Lessee shall determine the Rebate Amount, if any, at least every year and upon payment of all Rental Payments or the Termination Value and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of final payment of all Rental Payments or the Termination Valueother rights Sublessor might otherwise have under applicable law. c. Sublessee will indemnify, defend, and hold harmless Sublessor against any loss, liability, and expense (gincluding reasonable attorney's fees and costs) There is no litigation is pending, or, threatened in arising out of any court in any way contesting or calling into question default under the lawful existence of the Lease caused by a default by Sublessee or the titles of its officers or, in any way contesting or affecting the validity or enforceability of the under this Sublease, or contesting and Sublessor will indemnify, defend, and hold harmless Sublessee against any loss, liability, and expense (including reasonable attorney's fees and costs) arising out of any default under the powers of the Lease caused by Sublessor. d. Sublessee or its authority with respect shall perform routine maintenance to the Sublease; (h) The consummation Premises and its systems, as necessary to maintain them in good operating condition, but shall have no obligation to perform capital repairs or improvements of all transactions with respect any kind to the Sublease Premises or to which its systems (except to the Sublessee is a party have been duly authorized extent of damages caused by all necessary action on the part of the Sublessee, in compliance with all applicable law, and, do not and will not in any material respect conflict with or constitute on the part of the Sublessee a breach of or default by the Sublessee under any indenture, agreement or other instrument to which it is a party, or conflict with, violate or result in a breach of any existing applicable law, public administrative rule or regulation, judgment, court order or consent decree to which the Sublessee is subject).

Obligations of Sublessee. (a) Sublessee hereby expressly assumes and agrees to perform all the obligations and covenants required by the Lease to be kept or performed by Sublessor, as lessee therein, and Sublessee. (b) Sublessee covenants and agrees to pay the various amounts herein required and use the Equipment for the purposes hereinbefore stated until Sublessee receives clear title to the Equipment in accordance with Section 8 or 16 of the Lease, subject to Lessor's rights to the Equipment set forth in the Lease. (c) Sublessee hereby represents, warrants, covenants, acknowledges and agrees that Sublessor has, by executing and delivering this Sublease, caused or required Sublessee to undertake and be responsible for compliance with the duties of Sublessor and Sublessee and to incur limitations on its rights as set forth in the Lease and hereunder. Sublessee further represents, warrants, covenants and agrees that it will fulfill its obligations and those of Sublessor as so described. (d) Sublessee hereby grants to Sublessor a first and prior security interest in any and all rights, title and interest of Sublessee in (i) the Lease, (ii) this Sublease, (iii) the Pledged Revenues, (iv) the Escrow Fund, and the amounts held therein (if any), (v) all securities entitlements, investment property and other financial assets now or hereafter credited to the Escrow Fund (if any), (vi) the Equipment and all additions, attachments, accessions, accessories, replacements, improvements and substitutions thereto, now or hereafter acquired, and (vii) all products, proceeds and revenues of and from any of the foregoing personal property. Xxxxxxxxx Sublessee agrees to execute and deliver all financing statements, applications for title and certificates of title with XxxxxxLessor's first lien noted thereon and any other instruments necessary pursuant to applicable law to evidence and perfect such security interest. (e) Sublessee hereby incorporates in this Sublease its representations, warranties and covenants found (i) in the Certificate of the Sublessee in the form attached hereto as Exhibit F to be dated concurrently with the delivery of this Sublease and (ii) if the aggregate principal of the Sublease shall be equal to or exceed One Million Dollars ($1,000,000), in Schedule A attached hereto. (f) In the event that Sublessee does not spend the moneys in the Escrow Fund within six (6) months of the date the deposit is made pursuant to Section 2 hereof, Sublessee will, if required by Section 148(f) of the Code to pay rebate: (i) establish a Rebate Account and deposit the Rebate Amount (as defined in §1.148-3(b) of the Treasury Regulations) not less frequently than once per year after the date of such deposit of moneys with the Escrow Agent; and (ii) rebate to the United States, not less frequently than once every five (5) years after such deposit date, an amount equal to at least 90% of the Rebate Amount, and within sixty (60) days after payment of all Rental Payments or the Termination Value (as provided in Section 16 of the Lease), 100% of the Rebate Amount, as required by the Code and the Treasury Regulations promulgated thereunder. Lessee shall determine the Rebate Amount, if any, at least every year and upon payment of all Rental Payments or the Termination Value and shall maintain such determination, together with any supporting documentation required to calculate the Rebate Amount, until six (6) years after the date of final payment of all Rental Payments or the Termination Value. (g) There is no litigation is pending, or, threatened in any court in any way contesting or calling into question the lawful existence of the Sublessee or the titles of its officers or, in any way contesting or affecting the validity or enforceability of the Sublease, or contesting the powers of the Sublessee or its authority with respect to the Sublease; (h) The consummation of all transactions with respect to the Sublease to which the Sublessee is a party have been duly authorized by all necessary action on the part of the Sublessee, in compliance with all applicable law, and, do not and will not in any material respect conflict with or constitute on the part of the Sublessee a breach of or default by the Sublessee under any indenture, agreement or other instrument to which it is a party, or conflict with, violate or result in a breach of any existing applicable law, public administrative rule or regulation, judgment, court order or consent decree to which the Sublessee is subject.