RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Lessee will not do or permit any act or thing which might impair, other than in the normal use thereof, the value or usefulness of any Property or Equipment. (b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Property or Equipment and any Assignee's interest in this Lease or any Property or Equipment as against the Lessee or any third party in any applicable jurisdiction. The Lessee may, after notice in writing to the Lessor and at the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the request of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located. (c) The Lessee shall use every reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the Property; provided, that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall cause all Persons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof. (d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the Lessor or any Assignee or any authorized representative of either may during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection. (e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liens, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; provided, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; provided, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment. (f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor. (g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof. (h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference. (i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.
Appears in 1 contract
Samples: Lease Agreement (Seaboard Corp /De/)
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Without limitation of any of its other obligations hereunder or under any other Operative Document, the Lessee agrees that the Lessee will not do or permit any act or thing which might impair, other than in the normal use thereof, could reasonably be expected to materially impair the value or usefulness utility of any Property or Equipment.
(b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, action as the Lessor or any Assignee shall from time to time reasonably request and shall install such signs or other markings as shall be required by any applicable Legal Requirement in order to establish, perfect and maintain the Lessor's or any Assignee's title to and interest in the Property or Equipment and any Assignee's interest in this Lease or any Property or Equipment as against the Lessee or any third party in any applicable jurisdiction. The Lessee may, after notice in writing to the Lessor and at the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, agrees that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee it will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been metAmmonia Project. At the reasonable request of the Lessor, but, so long as no Event of Default has occurred and is continuing no more than once each year, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) The Lessee shall use every commercially reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and any additional insured or loss payee and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the PropertyProperty and the Lessor and any Indemnified Person shall comply, at the expense of the Lessee, with all reasonable requests for assistance of the Lessee and any insurance companies in connection therewith; provided, that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall use reasonable efforts to cause all Persons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof.
(d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the Lessor or any Assignee or any authorized representative of either may during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection.
(e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liens, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; provided, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; provided, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.Property
Appears in 1 contract
Samples: Lease Agreement (Arcadian Corp)
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee Tenant may use the Property Theatre Properties during the Initial Term or Equipment Renewal Term, if any, for the operation of motion picture theaters and related uses consistent with the manner of use by Landlord and its Affiliates prior to the date hereof (or, in the regular course case of its business for the Village East Theatre Property, live theatre productions) or such other use as is permitted in accordance with Section 9 hereof. Notwithstanding any lawful purpose. The Lessee other provision of this Lease to the contrary, the Tenant will not do or permit any act or thing which might would or likely could, in any material respect, violate the Site Lease applicable to the affected Theatre Property or impair, other than in normal wear and tear arising out of the proper and normal use thereof, the value or usefulness of the Theatre Properties or any Property of them or Equipmentany material Element of any of them.
(b) The Lessee Tenant shall promptly and duly execute, deliver, file and record, at the LesseeTenant's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor Landlord or any Pledgee shall from time to time reasonably request (including installation of such signs or other markings as shall be required by any applicable Legal Requirement) in each case in order to establish, perfect and maintain the LessorLandlord's title to and interest in the Property or Equipment Theatre Properties and in each Element thereof, and any AssigneePledgee's interest in this Lease or any Theatre Property or Equipment Element thereof as against the Lessee Tenant or any third party in any applicable jurisdiction. The Lessee mayEquipment, after notice in writing machinery, apparatus, fixtures, structures and installations and other items of personal property may be substituted for portions of the Theatre Improvements and Equipment if (subject to the Lessor and at the Lessee's own cost and expense, change the place terms of principal location of any Equipment; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the request of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) The Lessee shall use every reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the Property; provided, that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall cause all Persons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof.
(d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the Lessor or any Assignee or any authorized representative of either may during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection.
(e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liens, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment Section 9 hereof) such substitution is consistent with prudent business practices and could not reasonably be expected to any contractor for use in performing work for the Lessee on such Property or Equipment; provided, that such relinquishment of possession shall in no way adversely affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect Tenant's ability to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; provided, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, by perform its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; provided, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, nor result in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.Material Adverse Property
Appears in 1 contract
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Lessee will not do or permit any act or thing which might impair, other than in normal wear and tear arising out of the proper and normal use thereof, the value or usefulness of any Property or Equipmentthe Project.
(b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Property or Equipment Project (other than Removable Improvements) and any Assignee's interest in this Lease or any Property or Equipment the Project as against the Lessee or any third party in any applicable jurisdiction. The Lessee mayEquipment, after notice in writing to the Lessor machinery, apparatus, fixtures, structures and at the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, that prior notice shall not installations may be required in the case of Equipment used substituted for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing portions of the change of the principal location of such transportation Equipment not later than thirty Project (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the request of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) The Lessee shall use every reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the Property; provided, that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall cause all Persons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof.
(d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the Lessor or any Assignee or any authorized representative of either may during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection.
(e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liens, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that Removable Improvements) if (i) the Lessee may relinquish possession of Property Lessor and Assignee consent to such substitution, such consent not to be unreasonably withheld or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; provideddenied, that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; provided, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval Assignee shall determine that such substitution is consistent with prudent business practices and could not reasonably be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate expected to the provisions hereof and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or adversely affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's ability to perform its obligations under this Lease, the Facility Support Agreement and the Project Contracts nor result in a reduction in the value, utility or remaining economic useful life of the Project (assuming the Project is in the condition required hereby), or (iii) such substitution is performed by the Lessee hereby assigns or the Operator in the normal course of operating and maintaining the Project in accordance with the Project Contracts and is consistent with prudent industry practices. As equipment, machinery, apparatus, fixtures, structures and installations are added to, or substituted for, portions of the Project (other than Removable Improvements), title to such additional or substitute equipment, machinery, apparatus, fixtures, structures and installations shall automatically be transferred to the Lessor all and such equipment, machinery, apparatus, fixtures, structures and installations shall become a part of the Project and shall be subject to this Lease and title to the existing equipment, machinery, apparatus, fixtures, structures and installations which are being substituted for (other than Removable Improvements) shall be released by the Lessor to the Lessee. The Lessee may, so long as no Potential Default, Event of Default, Event of Loss, Taking or Termination Event has occurred and is continuing, remove any Removable Improvement in its rightentirety. "Removable Improvement", for the purposes hereof, shall mean any part that (i) is in addition to, and not in replacement of or substitution for (x) any part originally incorporated or installed in or attached to the Project on the Effective Date or (y) any part in replacement of, or substitution for, any such part, (ii) is not required to be incorporated or installed in or attached or added to the Project pursuant to the terms of the Plans (as defined in the Agreement for Lease), the Project Contracts or this Lease and (iii) can be removed from the Project without causing damage to the Project or any portion thereof, without adversely affecting the ability of the Project to operate in accordance with the Project Contracts, the Facility Support Agreement and this Lease and without diminishing the value, utility or remaining economic useful life which the Project would have had at such time had such alteration, modification or addition not been made (assuming the Project is in the condition required hereby). Upon the removal by the Lessee of any Removable Improvement as provided in the immediately preceding two sentences, title and interest thereto shall, without further act, vest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns and such rents and other sums Removable Improvement will no longer be deemed part of the Project. Any Removable Improvement not removed by the Lessee prior to the return of the Project to the Lessor for hereunder shall remain the benefit and protection of the Lessor; provided, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf property of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.
Appears in 1 contract
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property in any manner which is in compliance with Applicable Law and is consistent with the purpose for which it was designed. Lessee shall comply and shall cause all Persons operating or Equipment in using Property to comply with all Insurance Requirements and Applicable Law regarding the regular course of its business for any lawful purposeProperty. The Lessee will not do or permit any act or thing which might impairis contrary to any Applicable Law or Insurance Requirement or which is reasonably likely to materially impair the value, residual value, utility or condition of the Property; provided, however that the foregoing clause shall not be construed to limit Lessee's right to maintain a Permitted Contest. Lessee shall cause to be obtained and maintained all licenses, consents, approvals and authorizations of, and filings and registrations with, any Governmental Authority or other than Person necessary for the performance by the Lessee of its obligations under the Lease Documents or any agreement or instrument required thereunder. During the Lease Term and so long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing, the Lessors each covenant and agree that the Lessee shall have the right to peaceful, quiet and uninterrupted use and enjoyment of the Property subject to the other terms and conditions provided in the normal use thereofLease Documents without any interference, hindrance, ejection or molestation by or from the value Agent or usefulness of any Property or Equipmentthe Lessors.
(b) The Lessee shall shall, at its own sole cost and expense, promptly and duly execute, deliver, file and record, at the Lessee's expense, record all such documents, statements, filings and registrations, and take such further action, actions as the Agent or any Lessor shall from time to time reasonably request in order to establish, perfect and maintain the LessorAgent's title to and interest in this Lease and in the Property or Equipment and any Assignee's interest in this Lease or any Property or Equipment (on the behalf of the Lessors) as against the Lessee or any third party in any applicable jurisdiction. The Lessee mayshall not, after notice in writing to without the Lessor and at prior written consent of the Lessee's own cost and expenseAgent, change which shall not be unreasonably withheld, remove any item of Personal Property or any Fixture from the place of principal location of any EquipmentReal Property; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify have the Lessor in writing right to remove any property which (i) ceases to be Personal Property or Fixtures leased hereunder pursuant to the provisions of the change of the principal location of such transportation Equipment not later than thirty Section 14, 15, 17 or 29 hereof or (30ii) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessorremoved temporarily so that Lessee may perform its obligations under Section 10 hereof. Notwithstanding the foregoing, no Lessee may not: (I) change its name or the location of its principal place of business or chief executive office (as specified in Section 2(i) hereof) or (II) change the location shall be undertaken unless of any item of Personal Property or Fixtures (as so specified), in the case of clause (I) or (II), without first taking appropriate measures to maintain the perfection and until all Legal Requirements shall have been met. At the request priority of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally locatedsecurity interest therein granted pursuant to Section 29 hereof.
(c) The Lessee shall use every reasonable precaution precautions to prevent loss or damage to the Property or Equipment and to prevent injury to third persons Persons (and, in any event, at least (i) in accordance with manufacturers' recommendations and industry standards; and (ii) in a manner consistent with the stricter of Insurance Requirements or property of third personsApplicable Laws). The Lessee shall cooperate fully with the Lessor reasonable requests of the Agent and the Lessors and all insurance companies providing insurance pursuant to Section 10 11 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, occupancy, construction, installation, repair, maintenance or occupancy replacement of the Property; provided, PROVIDED that nothing contained in this paragraph (cSection 9(c) shall be construed as imposing on the Agent or any Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall cause all Persons using suits or operating Equipment or using or occupying Property to comply as a waiver of any of the Lessee's rights with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereofrespect thereto.
(d) Upon reasonable prior notice Lessee shall keep according to its customary practice accurate and compliance with such procedures as current records of the Lessee may reasonably request to ensure security, ownership and operation of the Lessor Property. The Agent and the Lessors or any Assignee or any of their authorized representative of either representatives, upon reasonable advance written notice to the Lessee, may inspect the Property and Lessee's records applicable thereto during reasonable business hours from time to time inspect Property or Equipment and deedstime, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspectioninspection to be at the expense of the Lessee if it is conducted at a time when an Event of Default has occurred and is continuing.
(e) The Lessee shall not, not without the prior written consent of the Lessor, Agent permit, or suffer to exist, any Lien, including mechanics' liens, Lien on the Property other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; provided, that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; provided, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; provided, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or EquipmentLiens.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers suffer to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or exist any judgment, decree or order of any court or other governmental authority Governmental Authority (including, without limitation, any Federal, state or local tax lien affecting the Tax Lien, other than a Permitted Lien), (i) on any Property or Equipment), whether or not valid, shall be asserted or entered (ii) which might is reasonably likely to interfere with the due and timely payment by Lessee of any sum payable or the exercise of any of the its rights or the performance of any of the its duties or responsibilities (including without limitation under Section 17 hereof) under this LeaseLease or the other Lease Documents unless such judgment, decree or order (I) is not reasonably likely to result in a Material Adverse Effect or (II) is the subject of a Permitted Contest. The Lessee shall, upon obtaining knowledge thereof or upon on receipt of notice to that effect from the LessorAgent or any Lessor to the effect that any such judgment, decree or order exists, promptly take such action as may be reasonably necessary to prevent or terminate such interferencejudgment, decree or order.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.
Appears in 1 contract
Samples: Purchase and Master Lease Agreement (Novellus Systems Inc)
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Lessee will not do or permit any act or thing which might materially impair, other than in normal wear and tear arising out of the proper and normal use thereof, the value or usefulness utility of any Parcel of Property or Unit of Equipment.
(b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Property or Equipment and any Assignee's security interest in this Lease or any Property or Equipment as against the Lessee or any third party in any applicable jurisdiction. The Lessee may, after notice in writing to the Lessor and at the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the reasonable request of the LessorLessor (but no more often than once each year), the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) The Lessee shall use every reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the any Property; providedPROVIDED, that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall use diligent efforts to cause all Persons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof.
(d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the The Lessor or any Assignee or any authorized representative of either may upon reasonable notice (and without notice if an Event of Default shall have occurred and be continuing) and during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection.
(e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liens, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, which consent shall not be unreasonably withheld or denied, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; providedPROVIDED, that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of Equipment; providedPROVIDED, that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Leasehereof, (CB) no such sublease -33- 39 THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY shall modify or limit any right or power of the Lessor or Assignee hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (DC) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. Notwithstanding the foregoing, upon the Lessee's written request, the Lessor shall enter into a Recognition and Attornment Agreement with any subtenant of the Lessee which subleases space representing at least 1,000 square feet of the total area of any Parcel of Property, provided that at the time of such written request from the Lessee, such subtenant is requesting or has requested that the Lessor enter into such agreement. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and and, subject to the preceding sentence, agrees to use reasonable efforts to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall reasonably request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; providedPROVIDED, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the LessorLessor and any Assignee. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any such Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any such Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the such Property or Equipment.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the such Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.
Appears in 1 contract
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Lessee will not do or permit any act or thing which might impair, other than in the normal use thereof, the value or usefulness of any Property or Equipment.
(b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Property or Equipment Project (other than Removable Improvements) and any Assignee's interest in this Lease or any Property or Equipment the Project as against the Lessee or any third party in any applicable jurisdiction. The Equipment, machinery, apparatus, fixtures, structures and installations may be substituted for portions of the Project (other than Removable Improvements) if (i) the Lessor and Assignee consent to such substitution, such consent not to be unreasonably withheld or denied, (ii) such substitution is consistent with prudent business practices and could not reasonably be expected to adversely affect the Lessee's ability to perform its obligations under this Lease and the Project Contracts nor result in a reduction, individually or in the aggregate with all other substitutions, by more than a de minimis amount in the value, utility or remaining economic useful life of the Project (assuming the Project is in the condition required hereby), or (iii) such substitution is performed by the Lessee mayor the Operator in the normal course of operating and maintaining the Project in accordance with the Project Contracts and is consistent with prudent industry practices. As equipment, after notice in writing machinery, apparatus, fixtures, structures and installations are added to, or substituted for, portions of the Project (other than Removable Improvements), title to such additional or substitute equipment, machinery, apparatus, fixtures, structures and installations shall automatically be transferred to the Lessor and at such equipment, machinery, apparatus, fixtures, structures and installations shall become a part of the Project and shall be subject to this Lease and title to the existing equipment, machinery, apparatus, fixtures, structures and installations which are being substituted for (other than Removable Improvements) shall be automatically released by the Lessor to the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the request of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(cb) The Lessee shall use every reasonable precaution precautions to prevent loss or damage to Property or Equipment the Project and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation operation, occupancy or use of any Equipment or ownership, use, or occupancy of the PropertyProject; provided, provided that nothing contained in this paragraph (cb) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall use reasonable best efforts to cause all Persons using or using, operating Equipment or using or occupying Property the Project to comply with all Insurance Requirements and Legal Requirements applicable to the Project, to the Lessee or such Property Person in connection with such Person's use, operation or Equipment occupancy of the Project (as the case may be) and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property the Project or Equipmentany part thereof, and the licensing of operators thereof; except any Legal Requirements, the noncompliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(dc) Upon reasonable prior notice The Lessor and compliance with such procedures as the Lessee may reasonably request to ensure securityeach Assignee, the Lessor or any Assignee or any authorized representative of either may either, may, during reasonable business hours and upon reasonable notice to the Lessee and Operator from time to time inspect Property or Equipment the Project and deeds, registration certificates, certificates of title and related documents documents, including as to Environmental Matters, covering Property or Equipment the Project wherever the same may be locatedlocated subject to the Lessee's and the Operator's reasonable safety policies and insurance requirements, but neither the Lessor nor any Assignee shall have any duty to make any such inspection; provided, however, that so long as no Event of Default or Event of Project Termination under the Agreement for Lease and no Event of Default under the Lease, as the case may be, shall have occurred and be continuing, the Lessor and each Assignee shall only be entitled to make one such inspection in any twelve (12) month period.
(ed) The Lessee shall not, without the prior written consent of the Lessor, create, permit, or suffer to exist, any Lien, including mechanics' liensLien upon the Project, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipmentthe Project, excepted as contemplated herein. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise not relinquish possession of the Project or any Property or Equipmentpart thereof, except that (i) to the Lessee may relinquish possession of Property or Equipment Operator, the General Contractor and to any other contractor for use in performing work on the Project for the Lessee on such Property or Equipmentpursuant to and in accordance with the Project Contracts; provided, provided that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Project. The Lessee may sublease any Parcel of Property or Unit of Equipmentthe Project; provided, provided that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the Lessor, shall by its terms be subject to termination upon the termination for any reason of this Lease, (CB) no such sublease shall modify or limit any right or power of the Lessor or Assignee hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, (C) the Lessee gives the Lessor and Assignee a copy of any such sublease within thirty (30) days of entering into such sublease, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) d), shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall requesthereby. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor as additional security for the benefit and protection of the Lessor; providedprovided that, that unless a Potential Default, an Event of Default Default, Termination Event, Event of Loss or Taking shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment the Project or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment the Project or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(he) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority Governmental Authority (including, without limitation, any state or local tax lien affecting the Property or EquipmentProject), whether or not valid, shall be asserted or entered which might would interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(if) The LesseeSo long as this Lease is in effect or thereafter if the Lessee remains as party to any Project Contract as a result of its failure to assign to the Lessor (or its designated purchaser) all right, at its own cost title and expenseinterest of the Lessee in and to such Project Contract pursuant to the terms of this Lease, the Lessee shall forthwith not create, incur, assume or permit to exist any Lien upon the Effective Date Lessee's rights or obligations with respect to any AircraftProject Contract (other than the Lien of the Pledge Agreement or any Permitted Lien), cause or sell or assign the Aircraft Lessee's interest in any Project Contract, other than as permitted pursuant to a Financing Arrangement and the Pledge Agreement. The Lessee agrees that without the prior written consent of the Lessor and Assignee, no amendment, modification, supplement or restatement shall be duly registered made to any Project Contract, nor shall any Project Contract be terminated or replaced by a substitute agreement, nor shall the Lessee grant or request any waiver pursuant to any Project Contract other than any amendment, modification, supplement, restatement, consent or waiver which could not reasonably be expected to result in a Material Adverse Effect.
(g) The Project shall be maintained and operated solely to generate electricity and to deliver electricity as contemplated by the Project Contracts. The Lessee shall at its own expense take all times thereafter actions as may from time to remain duly registered in the name of time be necessary so that neither the Lessor, Assignee nor any of their Affiliates will, solely as ownera result of entering into this Lease or any other document contemplated hereby or entered into in connection herewith or the transactions contemplated hereby or thereby (including, except without limitation, the acquisition, operation, leasing, ownership or financing of the Project (or any part thereof) or the delivery of electricity) be deemed to be, or be subject to regulation as, a public utility, an electric utility or a public utility holding company under any Legal Requirement. Except in connection with the exercise of any remedy under which the Lessor or Assignee or any of their respective Affiliates would operate, possess or control the Project (or any part thereof), the Lessee shall promptly and duly prepare and, if necessary and lawful, execute and file, and prepare for execution and filing by the Lessor, Assignee or any Affiliate thereof, such notices, applications and other documents as shall be necessary so that the Lessor, any Assignee or any such Affiliate, as the case may be, shall be otherwise free of all such regulation. The Lessor, Assignee or any Affiliate thereof shall cooperate with the Lessee with respect to all actions of the Lessee required by the Federal Aviation Act of 1958, as amendedthis paragraph (g).
Appears in 1 contract
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Lessee will not do or permit any act or thing which might impair, other than in normal wear and tear arising out of the proper and normal use thereof, the value or usefulness of any Property or Equipmentthe Project.
(b) The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, as the Lessor shall from time to time reasonably request in order to establish, perfect and maintain the Lessor's title to and interest in the Property or Equipment Project (other than Removable Improvements) and any Assignee's interest in this Lease or any Property or Equipment the Project as against the Lessee or any third party in any applicable jurisdiction. Equipment, machinery, apparatus, fixtures, structures and installations may be substituted for portions of the Project (other than Removable Improvements) if (i) the Lessor and Assignee consent to such substitution, such consent not to be unreasonably withheld or denied, (ii) the Lessor and Assignee shall determine that such substitution is consistent with prudent business practices and could not reasonably be expected to adversely affect the Lessee's ability to perform its obligations under this Lease and the Project Contracts nor result in a reduction in the value, utility or remaining economic useful life of the Project (assuming the Project is in the condition required hereby), or (iii) such substitution is performed by the Lessee or the Operator in the normal course of operating and maintaining the Project in accordance with the Project Contracts and is consistent with prudent industry practices. As equipment, machinery, apparatus, fixtures, structures and installations are added to, or substituted for, portions of the Project (other than Removable Improvements), title to such additional or substitute equipment, machinery, apparatus, fixtures, structures and installations shall THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY automatically be transferred to the Lessor and such equipment, machinery, apparatus, fixtures, structures and installations shall become a part of the Project and shall be subject to this Lease and title to the existing equipment, machinery, apparatus, fixtures, structures and installations which are being substituted for (other than Removable Improvements) shall be released by the Lessor to the Lessee. The Lessee may, after notice so long as no Potential Default, Event of Default, Event of Loss, Taking or Termination Event has occurred and is continuing, remove any Removable Improvement in writing its entirety. "REMOVABLE IMPROVEMENTS", for the purposes hereof, shall mean any part that (i) is in addition to, and not in replacement of or substitution for (x) any part originally incorporated or installed in or attached to the Project on the Effective Date or (y) any part in replacement of, or substitution for, any such part, (ii) is not required to be incorporated or installed in or attached or added to the Project pursuant to the terms of the Plans (as defined in the Agreement for Lease), the Project Contracts or this Lease and (iii) can be removed from the Project without causing damage to the Project or any portion thereof, without adversely affecting the ability of the Project to operate in accordance with the Project Contracts and this Lease and without diminishing the value, utility or remaining economic useful life which the Project would have had at such time had such alteration, modification or addition not been made (assuming the Project is in the condition required hereby). Upon the removal by the Lessee of any Removable Improvement as provided in the immediately preceding two sentences, title thereto shall, without further act, vest in the Lessee and such Removable Improvement will no longer be deemed part of the Project. Any Removable Improvement not removed by the Lessee prior to the return of the Project to the Lessor and at hereunder shall remain the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been met. At the request property of the Lessor, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) The Lessee shall use every reasonable precaution to prevent loss or damage to Property or Equipment the Project and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation operation, occupancy or use of any Equipment or ownership, use, or occupancy of the PropertyProject; provided, PROVIDED that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall cause all Persons using or using, operating Equipment or using or occupying Property the Project to comply with all Insurance Requirements and Legal Requirements applicable to the Project, to the Lessee or such Property Person in connection with such Person's use, operation or Equipment occupancy of the Project (as the case may be) and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property the Project or Equipmentany part thereof, and the licensing of operators thereof.
(d) Upon reasonable prior notice and compliance with such procedures as the Lessee may reasonably request to ensure security, the The Lessor or any Assignee Assignee, or any authorized representative of either either, may during reasonable business hours and upon reasonable prior notice from time to time inspect Property or Equipment the Project and deeds, registration certificates, certificates of title and related documents documents, including as to Environmental Matters, covering Property or Equipment the Project wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection.
(e) The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any LienLien upon the Project, including mechanics' liensliens or create any Lien upon the Premises, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in any Property or Equipmentthe Project. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise not relinquish possession of the Project or any Property or Equipmentpart thereof, except that (i) to the Lessee may relinquish possession of Property or Equipment Operator, the General Contractor and to any other contractor for use in performing work on the Project for the Lessee on such Property or EquipmentTHIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY pursuant to and in accordance with the Project Contracts; provided, PROVIDED that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Project. The Lessee may sublease any Parcel of Property or Unit of Equipmentthe Project; provided, PROVIDED that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, and the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof and shall, at the sole option of the LessorLessor and Assignee, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor or Assignee hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; providedPROVIDED that, that unless an a Potential Default, Event of Default Default, Event of Loss, Taking or Termination Event shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment the Project or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished to the Lessee, or to anyone holding any Property or Equipment the Project or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or EquipmentProject.
(f) The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of its officers to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the Lessee shall affix or cause to be affixed to each Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority Governmental Authority (including, without limitation, any state or local tax lien affecting the Property or EquipmentProject), whether or not valid, shall be asserted or entered which might would interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shall, upon obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(ig) The LesseeSo long as this Lease is in effect or thereafter if the Lessee remains as party to any Project Contract as a result of its failure to assign to the Lessor (or its designated purchaser) all right, at its own cost title and expenseinterest of the Lessee in and to such Project Contract pursuant to the terms of this Lease, the Lessee shall forthwith not create, incur, assume or permit to exist any Lien upon the Effective Date Lessee's rights or obligations with respect to any AircraftProject Contract (other than the Lien of the Pledge Agreement or any Permitted Lien), cause or sell or assign the Aircraft Lessee's interest in any Project Contract, other than as permitted pursuant to a Financing Arrangement and the Pledge THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY Agreement. The Lessee agrees that without the prior written consent of the Lessor and Assignee, no amendment, modification, supplement or restatement shall be duly registered and at all times thereafter made to remain duly registered any Project Contract, nor shall any Project Contract be terminated or replaced by a substitute agreement, nor shall the Lessee grant or request any waiver pursuant to any Project Contract other than (i) change orders under the EPC Contract in the name manner and to the extent permitted under the Agreement for Lease, (ii) the termination of the EPC Contract upon making arrangements for a replacement construction contract, (iii) the termination of the O&M Agreement upon making arrangements for replacement operating and maintenance services, (iv) the replacement of the O&M Agreement by any Replacement O&M Agreement, in the manner and to the extent permitted under paragraph (ii)(n) of Section 2 hereof, and (v) any amendment, modification, supplement, restatement consent or waiver which could not reasonably be expected to result, directly or indirectly, in a Material Adverse Effect.
(h) The Project shall be maintained and operated solely as contemplated by the Project Contracts. The Lessee shall at its own expense take all actions as may from time to time be necessary so that neither the Lessor, Assignee nor any of their Affiliates will, solely as ownera result of entering into this Lease or any other document contemplated hereby or entered into in connection herewith or the transactions contemplated hereby or thereby (including, except without limitation, the acquisition, operation, leasing, ownership or financing of the Project (or any part thereof) or the delivery of electricity) be deemed to be, or be subject to regulation as, a public utility, an electric utility or a public utility holding company under any Legal Requirement, and the Lessee shall promptly and duly prepare and, if necessary, execute and file, and prepare for execution and filing by the Lessor, Assignee or any Affiliate thereof, such notices, applications and other documents as shall be necessary so that the Lessor, Assignee or any such Affiliate, as the case may be, shall be otherwise free of all such regulation. The Lessor, Assignee or any Affiliate thereof shall cooperate with the Lessee with respect to all actions of the Lessee required by the Federal Aviation Act of 1958, as amendedthis paragraph (h).
Appears in 1 contract
RESTRICTED USE; COMPLIANCE WITH LAWS. (a) 20.1 So long as no Event of Default shall have occurred and be continuing, the Lessee may use the Property or Equipment in the regular course of its business for any lawful purpose. The Without limitation of any of its other obligations hereunder or under any other Operative Document, the Lessee agrees that the Lessee will not do or permit any act or thing which might impair, other than in the normal use thereof, could reasonably be expected to materially impair the value or usefulness utility of any Property or Equipment.
(b) 20.2 The Lessee shall promptly and duly execute, deliver, file and record, at the Lessee's expense, all such documents, statements, filings and registrations, and take such further action, action as the Lessor or any Assignee shall from time to time reasonably request and shall install such signs or other markings as shall be required by any applicable Legal Requirement in order to establish, perfect and maintain the Lessor's or any Assignee's title to and interest in the Property or Equipment and any Assignee's interest in this Lease or any Property or Equipment as against the Lessee or any third party in any applicable jurisdiction. The Lessee may, after notice in writing to the Lessor and at the Lessee's own cost and expense, change the place of principal location of any Equipment; provided, agrees that prior notice shall not be required in the case of Equipment used for transportation (such as, without limitation, automobiles and trucks), but in such event the Lessee shall notify the Lessor in writing of the change of the principal location of such transportation Equipment not later than thirty (30) days after such change is made; and provided further, that (A) all Pork Production Facility Equipment will be principally located at a Pork Production Facility and all Poultry Production Facility Equipment will be principally located at a Poultry Production Facility and (B) the Lessee it will not change the principal location of any Pork Production Facility Equipment or any Poultry Production Facility Equipment until notice of such change in location has been provided to the Lessor. Notwithstanding the foregoing, no change of location shall be undertaken unless and until all Legal Requirements shall have been metAmmonia Project. At the reasonable request of the Lessor, but, so long as no Event of Default has occurred and is continuing no more than once each year, the Lessee shall promptly advise the Lessor in writing where all Equipment leased hereunder as of such date is principally located.
(c) 20.3 The Lessee shall use every commercially reasonable precaution to prevent loss or damage to Property or Equipment and to prevent injury to third persons or property of third persons. The Lessee shall cooperate fully with the Lessor and any additional insured or loss payee and all insurance companies providing insurance pursuant to Section 10 hereof in the investigation and defense of any claims or suits arising from the ownership, operation or use of any Equipment or ownership, use, or occupancy of the PropertyProperty and the Lessor and any Indemnified Person shall comply, at the expense of the Lessee, with all reasonable requests for assistance of the Lessee and any insurance companies in connection therewith; provided, provided that nothing contained in this paragraph (c) shall be construed as imposing on the Lessor any duty to investigate or defend any such claims or suits. The Lessee shall comply and shall use reasonable efforts to cause all Persons Per sons using or operating Equipment or using or occupying Property to comply with all Insurance Requirements and Legal Requirements applicable to such Property or Equipment and to the acquiring, titling, registering, leasing, insuring, using, occupying, operating and disposing of Property or Equipment, and the licensing of operators thereof; except any Legal Requirements, the non-compliance with which, individually or in the aggregate, (i) will not place either the Lessor or any Assignee in any danger of monetary civil liability for which the Lessor or any Assignee is not adequately indemnified (the Lessee's obligations under Section 11 of this Lease shall be deemed to be adequate indemnification if no Event of Default exists) or any other material civil liability or penalty or subject the Lessor or any Assignee to any criminal liability as a result of a failure to comply therewith and (ii) will not result in a material diminution in the value of any Property or Equipment or in any material risk of the loss, sale or forfeiture or loss of use of any thereof.
20.4 Upon at least five (d5) Upon reasonable prior Business Days written notice (or upon two (2) Business Days written notice if an Event of Default shall have occurred and compliance with such procedures as the Lessee may reasonably request to ensure securitybe continuing), the Lessor or any Assignee or any authorized representative of either may during reasonable business hours from time to time inspect Property or Equipment and deeds, registration certificates, certificates of title and related documents covering Property or Equipment wherever the same may be located, but neither the Lessor nor any Assignee shall have any duty to make any such inspection; provided that the Lessee shall be permitted to withhold from the Lessor or any Assignee any information with respect to its business or work products not related to any Property or Equipment. The Lessor may recover from Lessee as Additional Rent (i) the reasonable costs and expenses associated with any inspection of the Ammonia Project during the period from the date of this Agreement until the Lease Termination Date, in an amount not to exceed, when aggregated with (A) the expenses referred to in clause (i) of subsection 9.4 of the Agreement for Lease, and (B) the fees and expenses of the Lessor and any Assignee for engineering services, $130,000 in the aggregate, (ii) the reasonable costs and expenses associated with any such inspection, and the fees and expenses of the Lessor and any Assignee which are incurred following the occurrence and during the continuation of any Event of Default throughout the Lease Term of the Ammonia Project and (iii) all of the Lessor's and any Assignee's mortgage recordation, liens and filing fees, and all out-of-pocket expenses of the Lessor's legal counsel and any Assignee's legal counsel, and all out-of-pocket expenses of any Assignee.
(e) 20.5 The Lessee shall not, without the prior written consent of the Lessor, permit, or suffer to exist, any Lien, including mechanics' liensLien on, other than Permitted Liens or those Liens placed thereon by, or arising from, the Lessor's own actions or which are subject to a Permitted Contest, nor may it assign any right or interest herein or in in, any Property or Equipment. The Lessee shall not, without the prior written consent of the Lessor, sublease or otherwise relinquish possession of any Property or Equipment, except that (i) the Lessee may relinquish possession of Property or Equipment to any contractor for use in performing work for the Lessee on such Property or Equipment; provided, provided that such relinquishment of possession shall in no way affect the obligations of the Lessee or the rights of the Lessor hereunder and with respect to the Property or Equipment and (ii) the Lessee may sublease any Parcel of Property or Unit of EquipmentEquipment to a Person within the PCS Lease Group; provided, provided that (A) the terms of the instrument of sublease and, unless the sublease shall be to an Affiliate of the Lessee which is a wholly owned subsidiary of the Lessee, the identity of the sublessee shall be subject to the prior written approval of the Lessor and any Assignee, which approval shall not be unreasonably withheld or delayed, (B) each such sublease shall expressly be made subject and subordinate to the provisions hereof hereof, shall not permit any act or omission not permitted hereby and shall, at the sole option of the Lessor, by its terms be subject to termination upon the termination for any reason of this Lease, (C) no such sublease shall modify or limit any right or power of the Lessor hereunder or affect or reduce any obligation of the Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not of a guarantor or surety, as though no such subletting had been made, and (D) any such sublease made otherwise than as expressly permitted by this paragraph (e) shall be void ab initio and of no force and effect. As additional security to the Lessor for the performance of the Lessee's obligations under this Lease, the Lessee hereby assigns to the Lessor all of its right, title and interest in and to all subleases permitted hereby and agrees to cause any sublessee to enter into attornment agreements with the Lessor as the Lessor shall request. The Lessor shall have the present and continuing right to collect and enjoy all rents and other sums of money payable under any such sublease, and the Lessee hereby irrevocably assigns such rents and other sums to the Lessor for the benefit and protection of the Lessor; providedprovided that, that unless an Event of Default shall have occurred and be continuing hereunder, the Lessee shall be entitled to collect and enjoy such rents and other sums. The Lessee shall, within thirty (30) days after the execution of any such sublease, deliver a conformed copy thereof to the Lessor. Nothing contained in this Lease shall be construed as constituting the consent or request of the Lessor, express or implied, to or for the performance by any contractor, laborer, materialman or vendor of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to any Property or Equipment or any part thereof. Notice is hereby given that the Lessor will not be liable for any labor, services or materials furnished or to be furnished fur- nished to the Lessee, or to anyone holding any Property or Equipment or any part thereof through or under the Lessee, and that no mechanics' or other liens for any such labor, services or materials shall attach to or affect the interest of the Lessor in and to the Property or Equipment.
(f) 20.6 The Lessee shall register and title all automotive Equipment in the name of the Lessor except that, where required or permitted by law or regulation, Equipment may, with the written approval of the Lessor be registered (but not titled) in the name of the Lessee. If requested by the Lessor, the Lessee shall cause one of the officers of its officers general partner to hold in his custody and control all registration certificates and certificates of title covering automotive Equipment, as custodian for the Lessor. The Lessee agrees to cause such officer to furnish to the Lessor, upon reasonable request, a certificate to the effect that all registration certificates and certificates of title pursuant to any Legal Requirement have been obtained and are being held on behalf of the Lessor.
(g) On or prior to the pertinent Effective Date, the 20.7 The Lessee shall affix comply with all Legal Requirements pursuant to which it is necessary that a Unit of Equipment or cause any component thereof be labeled to be affixed to each provide notice of the Lessor's or any Assignee's interest in such Unit of Equipment, except for motor vehicles in states with documents of title, in the place designated by the Lessor (or, if no such place shall have been designated, in a prominent place), labels, plates or other markings stating that such Unit of Equipment is owned by the Lessor. The Lessee shall not without the prior permission of the Lessor change or remove (or permit to be changed or removed or otherwise permit a decrease in the visibility of) any insignia or lettering which is on any Equipment at the time of delivery thereof or which is thereafter placed thereon indicating the Lessor's ownership thereof.
(h) 20.8 If any Lien or charge of any kind or any judgment, decree or order of any court or other governmental authority (including, without limitation, any state or local tax lien affecting the Property or Equipment), whether or not valid, shall be asserted or entered which might interfere with the due and timely payment of any sum payable or the exercise of any of the rights or the performance of any of the duties or responsibilities under this Lease, the Lessee shallshall (and without limiting any other obligation of the Lessee hereunder), upon a Responsible Officer's obtaining knowledge thereof or upon receipt of notice to that effect from the Lessor, promptly take such action as may be necessary to prevent or terminate such interference.
(i) The Lessee, at its own cost and expense, shall forthwith upon the Effective Date with respect to any Aircraft, cause the Aircraft to be duly registered and at all times thereafter to remain duly registered in the name of the Lessor, as owner, except as may be otherwise required by the Federal Aviation Act of 1958, as amended.
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Samples: Lease Agreement (Potash Corporation of Saskatchewan Inc)
