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assessment, or charge based, in whole or in part, upon such gross receipts and/or rents
<br />for the Premises, including, without limitation the Texas Franchise Tax or "Texas Margin
<br />Tax", imposed pursuant to Chapter 171 of the Texas Tax Code, or any amendment,
<br />supplement, or replacement thereof, and (ii) any applicable sales, use or excise tax,
<br />rent tax or other tax with respect thereto (other than any general income tax payable by
<br />Sublessor with respect thereto) as the same may be levied, imposed or assessed by
<br />any federal, state, county or municipal government entity or agency on such Sublease
<br />Rent or other charges. For purposes hereof, " Sublessee's Share" shall be 33.3 %.
<br />Sublease Rent and all Additional Rent are sometimes collectively referred to in this
<br />Sublease as "Rent." All Rent must be paid without notice, demand, abatement,
<br />deduction or setoff, except as otherwise expressly provided in this Sublease. In the
<br />event any Rent is not received within five (5) days after the due date thereof, then
<br />(without in any way implying Sublessor's consent to such late payment) Sublessee, to
<br />the extent permitted by law, will pay, in addition to the sum due, a late payment charge
<br />equal to ten percent (10 %) of the overdue Rent to reimburse Sublessor for the
<br />estimated additional costs and expenses which Sublessor expects to incur in
<br />connection with the handling and processing of late payments. In addition, if Sublessee
<br />fails to pay any Rent within ten (10) days after the due date thereof, then, in any such
<br />event, Sublessee will pay Sublessor interest on such overdue amount(s) from the tenth
<br />day following the due date thereof until paid at an annual rate which equals the lesser of
<br />(y) eighteen percent (18 %) or (z) the highest rate then permitted by law.
<br />5. Acceptance and Use of the Premises.
<br />A. Acceptance of Premises. Sublessee accepts the Premises in its
<br />present, "AS -IS, WHERE IS" condition and with all faults as of the Effective Date. By
<br />occupying the Premises, Sublessee: (a) acknowledges that Sublessee has had full
<br />opportunity to examine the Premises and is fully informed, independently of Sublessor
<br />or any employee, agent, representative, shareholder, officer or director of Sublessor, as
<br />to the character, construction and structure of the Premises; (b) acknowledges that
<br />neither Sublessor nor any of Sublessor's employees, agents, representatives,
<br />shareholders, officers or directors, has made any representations, warranties or
<br />promises with respect to the Premises, including without limitation any representation or
<br />warranty as to fitness thereof for any purpose; (c) accepts the Premises in its present
<br />"AS -IS, WHERE IS" condition with all faults and acknowledges that the Premises
<br />comply with all requirements imposed upon Sublessor under this Sublease; and (d)
<br />acknowledges and agrees that the Premises are subject to the limitations,
<br />encumbrances, and other matters described in the Primary Lease. TO THE EXTENT
<br />ALLOWED BY LAW, SUBLESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND
<br />PROTECTIONS WHICH MIGHT OTHERWISE BE AFFORDED SUBLESSEE AT LAW
<br />OR OTHERWISE CONCERNING HABITABILITY OR SUITABILITY OF THE
<br />PREMISES OR THE CONDITION OF THE PREMISES (INCLUDING ANY BUILDINGS
<br />OR IMPROVEMENTS).
<br />B. Maintenance of Premises. Sublessee must maintain the Premises
<br />in good condition and repair and in all respects in compliance with all obligations of
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<br />1205992
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