Common use of COVENANT OF QUIET ENJOYMENT Clause in Contracts

COVENANT OF QUIET ENJOYMENT. Landlord covenants and warrants that, provided Tenant is not in breach of any material term of this Lease beyond any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession of the Premises during the Term free from the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in full.

COVENANT OF QUIET ENJOYMENT. Landlord covenants, warrants and represents that Tenant, upon paying the rent herein reserved and performing the covenants and warrants thatagreements hereof, provided shall peaceably and quietly have, hold and enjoy the Leased Premises during the Term. No third party has the right to prohibit Tenant's tenancy hereunder, to prohibit Tenant is not or its employees, customers and/or invitees from using the Leased Premises in breach of any material term accordance with the terms of this Lease beyond or to consent to or approve (excepting governmental agencies) any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession feature of the Leased Premises or Tenant's signage. There shall be no restrictions of any kind during the Term free from that could prevent, limit or restrict the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements Leased Premises in accordance with the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes terms of this Lease, including, without limitation, (x) the facilitation ofoperation of a retailer of automotive parts, accessories, supplies and/or maintenance items and (y) truck deliveries to the Leased Premises during Tenant's business hours. No signboards or other construction which obstructs the view of the Leased Premises from adjoining public streets shall be erected during the Term upon any property owned, leased, operated or otherwise controlled by Landlord or any stockholder, member, partner, beneficiary, successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, or any person(s) or entity(ies) having a successful prosecution direct or indirect interest in Landlord. Notwithstanding the foregoing, in the event that an intentional or negligent act or omission or violation of all Improvements and constructionany applicable law, signage rightsrule or regulation by Tenant, parking, access, drainage, utilities, communications, lighting, governmental services, or any assignee (to the operations by extent Tenant under this Lease, and all other matters and things contemplated or impliedly necessary remains liable under this Lease for subsequent to an assignment pursuant to Section 9) or subtenant of Tenant results in the limitation or restriction of its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided Leased Premises, neither Tenant nor any such assignee or referenced, and subtenant shall be able to claim such indebtedness, lien, assessment, claim, limitation or other matter arises due restriction to Landlord’s breach of this Lease or any act or omission be an Event of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullDefault hereunder.

COVENANT OF QUIET ENJOYMENT. Landlord covenants The Tenant, subject to the terms and warrants thatprovisions of this Lease, provided Tenant is not in breach on payment of any material term the rent and observing, keeping and performing all of the terms and provisions of this Lease beyond any applicable notice on its part to be observed, kept and cure periodperformed, Tenant shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of the Demised Premises during the Term free term hereof without hindrance or ejection by any persons lawfully claiming under the Landlord; but it is understood and agreed that this covenant and any and all other covenants of the Landlord contained in this Lease shall be binding upon the Landlord and the Landlord’s successors only with respect to breaches occurring during the Landlord’s and the Landlord’s successors respective ownership of the Landlord’s interest hereunder. In addition, the Tenant specifically agrees to look solely to the Landlord’s interest in the Lease Premises for recovery of any judgment from the adverse claims Landlord; it being specifically agreed that neither the Landlord nor anyone claiming under the Landlord shall ever be personally liable for any such judgment. It is further understood and agreed that the Landlord shall in no event be liable for failure to perform any obligation under this Lease in the event the Landlord is prevented from so performing by force majeure, strike, lockout, breakdown, accident, order or regulation of or by any personsgovernmental authority, firms or corporations failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond the Landlord’s reasonable control, or for any cause due to any act or neglect of the Tenant or its servants, agents, employees, licensees, or any person claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way onthe Tenant, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment termination for any reason of the Premises; and Landlord agrees to execute Landlord’s occupancy of the premises from which any other public utility service or governmental body related documents or agreements in work is being supplied by the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this LeaseLandlord, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. in no event shall the Landlord agrees not to file or cause any zoning change to ever be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable liable to the Premises as Tenant for any indirect or consequential damages of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullkind.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants thatprovisions of this Lease, provided Tenant is not in breach upon payment of any material term the Fixed Rent and other charges due hereunder and the observing, keeping and performing of all of the terms and provisions of this Lease beyond any applicable notice on Tenant's part to be observed, kept and cure periodperformed, Tenant shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of the Premises during the Term free hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the Premises superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, expressed or implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and Lxxxxxxx's successors only with respect to breaches occurring during Landlord's and Lxxxxxxx's successors' respective ownership of Lxxxxxxx's interest hereunder. Further, Txxxxx specifically agrees to look solely to Lxxxxxxx's then equity interest in the Commercial Unit for recovery of any judgment from Landlord; it being specifically agreed that Landlord (original or successor) shall never be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any action not involving the personal liability of Landlord (original or successor) to respond in monetary damages from Landlord's assets other than Landlord's equity interest aforesaid in the Commercial Unit. In no event shall Tenant have the right to terminate this Lease or to claim any abatement or set-off against the rent or other charges hereunder as a result of a breach of any representation or warranty of promises by Landlord or default by Landlord hereunder, except as expressly set forth in this Lease or except as a result of a wrongful eviction (whether actual or constructive by Landlord or Tenant from the adverse claims demised premises). With respect to any services, including, without limitation, heat, air-conditioning or water to be furnished by Landlord to Tenant, or obligations to be performed by Landlord hereunder, Landlord shall in no event be liable for failure to furnish or perform the same when (and the date for performance of the same shall be postponed so long as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any personsgovernmental authority, firms or corporations failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or perform such obligations or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees, invitees or any person claiming by, through or under LandlordTenant. In no event shall Landlord agrees ever be liable to execute Tenant for any and all easements indirect, special or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required consequential damages suffered by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullwhatever cause.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice on payment of the rent and cure periodobserving, Tenant keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of the Leased Premises during the Term free term without hindrance or ejection by any person lawfully claiming under Landlord; but it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord only with respect to breaches occurring during Landlord's period of interest hereunder. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might not otherwise have to obtain injunctive relief against Landlord or Landlords' successors in interest, or any other action not involving the personal liability of Landlord or anyone claiming under Landlord, to respond in monetary damage from their assets other than their interest in the adverse claims Complex. It is further understood and agreed that with respect to any services to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from so doing by strike, lockout, breakdown, accident, order or regulation of or by any personsgovernmental authority, firms or corporations failure of supply, or inability after the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or its servants, agents, employees, licensees, or any person claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way onTenant, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment termination for any reason of Landlord's occupancy of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in Complex from which the form customarily provided service is being supplied by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this LeaseLandlord, and all other matters and things contemplated in no event shall Landlord ever be liable to Tenant for any indirect or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullconsequential damages.

COVENANT OF QUIET ENJOYMENT. Landlord covenants and warrants thatagrees with Tenant that upon Tenant’s paying the rent and additional rent and observing and performing all the terms, provided covenants, and conditions on Tenant’s part to be observed and performed, Tenant is not in breach of any material term may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of this Lease beyond (including, but not limited to, Article 23 hereof) and the mortgages hereinbefore and hereinafter mentioned. Notwithstanding any applicable notice and cure periodright of Landlord hereunder to enter on or upon the Demised Premises, Tenant shall peacefully have and enjoy the sole possession of the Premises during the Term free from the adverse claims of such entry may not under any persons, firms circumstances unreasonably interfere or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at disrupt Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the business operations at the. Demised Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that (i) it is the Premises are owned in fee simple by Landlordowner and record title holder of the Demised Premises, (ii) Landlord has not received any notice and does not have any knowledge of any eminent domain or similar proceeding which would affect the Demised Premises, (iii) Landlord has the full right, power and authority to make this Lease, and (iv) Landlord represents that, to its knowledge and without investigation, there are no unrecorded documents which Landlord is a named party which affect Tenant’s rights as set forth in this Lease; however, if such an unrecorded document does exist and Tenant informs Landlord that it is seized of affects Tenant’s rights, then Tenant will give Landlord a reasonable time to terminate the Premises in feeunrecorded document or otherwise prevent it from affecting Tenant’s rights under the Lease. Additionally, subject only to the exceptions set forth on Exhibit D hereto, and Landlord shall take no action that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to will interfere with XxxxxxTenant’s intended use of the Premises as herein provided or referencedDemised Premises, and such indebtednessparking, lien, assessment, claimsignage, or other matter arises due ingress or egress to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective DateDemised Premises, then Tenant shall have the right to expend such sums except as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullmay be required by law.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Subject to the provisions of Sections 8.1 and warrants that8.2 of this Lease, provided Tenant is not in breach of any material term pay the Rent and other charges provided herein and complies with the terms of this Lease beyond any applicable notice and cure periodLease, Tenant shall peacefully have and enjoy the sole possession its quiet enjoyment of the Premises during the Lease Term free shall not be disrupted. EXECUTED BY LANDLORD, this 12th day of July , 2000. LANDLORD: RBP, LLC an Alabama Limited Liability Company By: Xxxxx Realty Company, Inc., It’s Managing Member By: /s/ Xxxxxxx X. Xxxxxxx Its: President EXECUTED BY TENANT, this 12th day of July, 2000. TENANT: BioCryst Pharmaceuticals, Inc. By: /s/ W.Xxxxxxx Xxxxxxx Title: Chief Financial Officer EXHIBITS: The exhibits listed hereunder and attached to this Lease are incorporated and made a part hereof by reference: Exhibit A - Legal Description (not included) Exhibit B - Site Plan (not included) Exhibit C - Rules and Regulations Exhibit D - Addendum to Lease Exhibit E - Tenant Improvements and Leasing Commissions 1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls shall not b obstructed or encumbered by any Tenant or used for any purpose other than ingress and egress to and from the adverse claims Premises. 2. No awnings or other projections shall be attached to the outside walls of any persons, firms or corporations claiming by, through or under the Center without the prior written consent of the Landlord. Landlord agrees to execute No curtains, blinds, shades or screens shall be attached to, hung in or used in connection with any and all easements window or rights door of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval consent of the Landlord. Such awnings, projections, curtains, blinds, shades, screens or other fixtures must be quality type, design and color, and attached in the manner approved by the Landlord. 3. No sign advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside or inside of the premises or Center without the prior written consent of the Landlord. In the event of the violation of the foregoing by any Tenant, the Landlord may remove such violation of this rule at the expense of Tenant. Landlord warrants Exterior signs at front doors shall be inscribed, painted or affixed at the Tenant’s expense and represents that there are no mortgages or deeds shall be of trust applicable a size, color and style acceptable to the Premises as Landlord. Landlord reserves the right to install and maintain a sign of signs on the exterior of the Effective DateCenter. 4. Landlord represents The sashes, sash doors, skylights, windows and warrants doors that reflect or admit light and air into the Premises are owned halls, passageways or other public places in fee simple the Center shall not be covered or obstructed by any Tenant, nor shall any bottles, parcels or other articles be placed on the window ledges. 5. No showcase or other articles shall be put in front or affixed on any part of the exterior of the Center nor placed in the halls, corridors or vestibules, without the prior written consent of the Landlord; that it is seized . 6. The water, wash closets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substance shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the Tenant who, or whose servants, employees or agents, shall have caused the same. 7. No Tenant shall xxxx, paint, drill into or in any way deface any part of the Premises or the Center of which they form a part. No boring, cutting or stringing of wires shall be permitted except with the prior written consent of Landlord as it may direct. No Tenant shall lay linoleum or other similar floor covering, so that the same shall come in feedirect contact with the floor of the Premises, subject only and if linoleum or other similar floor covering is desired to be used, an interlining of builder’s deadening felt shall be first affixed to the exceptions set forth on Exhibit D heretofloor by a paste or other similar material soluble in water, the use of cement or other similar adhesive material being expressly prohibited. 8. No bicycles, baby carriages, vehicles, birds, or animals of any kind shall be brought into or kept in or about the Premises, and that it has entered into no cooking shall be done or permitted by any Tenant in the Premises. However, this Lease does not prevent Tenant from having coffee, soft drinks, candy and other items for use of Tenant’s employees, servants, agents or visitors. Tenant shall not cause or permit any unusual or objectionable odors to be produced upon or permeates from the Premises. 9. No space in the Center shall be used for manufacturing or for the sale of property of any kind at auction. 10. No Tenant shall make or permit to be made, any disturbing noises or disturb or interfere with proper authorityoccupants of the Center or neighboring buildings or premises of those having business with them. IfNo Tenant shall throw anything out the doors, at windows or skylights, or down the passageways. 11. No additional locks or bolts of any time kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or the mechanism thereof, without the prior written approval of Landlord, which approval shall not be unreasonably withheld. Tenant shall be supplied, free of charge, with two keys for each door on the Premises. Each Tenant must, upon the termination of his tenancy, restore to the Landlord all keys of stores, offices and toilet rooms, either furnished to or otherwise procured by such Tenant. 12. All removals of the carrying in or out of any safes, freight furniture or bulky matter of any description must take place during the Termhours which the Landlord or agent may determine from time to time. The Landlord reserves the right to prescribe the weight and position of all safes, which must be placed upon two-inch plank strips to distribute the weight. The moving of safes with other fixtures or bulky matter of any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall kind must be asserted which in made with previous notice to the Landlord and under his supervision. Tenant agrees not to place a load upon any way interferes or threatens to interfere with Xxxxxx’s use floor of the Premises exceeding the floor load per square foot area which such floor was (and is) designed to carry and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient, in Landlord’s judgment, to absorb and prevent vibration, noise and annoyance. 13. No Tenant shall occupy or permit any portion of the Premises leased to him to be occupied as herein provided an office for a public stenographer or referenceda public typist, and such indebtednessfor the manufacture or sale of liquor, liennarcotics, assessmentdope or tobacco in any form, claimas a xxxxxx or manicure shop, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then as an employment bureau. 14. No Tenant shall have open, or permit windows in the right Premises to expend such sums as be opened at any time. 15. The Premises shall not be used for lodging or sleeping, or for any immoral or illegal purposes. 16. The requirements of Tenants will be attended to only upon application to the office of the Center. Employees shall not perform any work or do anything outside their regular duties unless under special instructions from the office of the Landlord. 17. Canvassing, soliciting and peddling in the Center are necessary prohibited and each Tenant shall cooperate to xxxxx said threat or interference and deduct prevent the same from consideration due Landlord until Xxxxxx is reimbursed in fullsame.

COVENANT OF QUIET ENJOYMENT. Landlord covenants and warrants agrees that, provided as long as Tenant is not in breach of any material term of this Lease default beyond any applicable notice and cure periodperiods, Tenant shall peacefully have complete and quiet enjoyment of and may peaceably enjoy the sole possession Leased Premises and all appurtenances belonging thereto, including the use of the Premises during Common Areas, throughout the Term free from Term, subject, however, to the adverse claims of any personsexpress terms, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any covenants and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant conditions contained in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that Tenant will not be prevented or restricted in any material way from conducting any part of the Primary Use in or from the Premises are owned or in fee simple by Landlord; that it is seized exercising any of the Premises in fee, subject only rights herein granted with respect to the exceptions set forth on Exhibit D heretoCommon Area because of any restriction, and that it has covenant, lease, encumbrance or agreement entered into by any person having or having had an interest in the Leased Premises or any portion of the Industrial Park. If Tenant is so prevented or restricted because of any court order or other judicial determination arising out of any such restriction, covenant, lease, encumbrance or agreement, the Base Rent and other charges to be paid by Tenant hereunder shall be equitably abated during the period of such prevention or restriction according to the nature and degree thereof; and, if said period shall continue for ninety (90) days or more after notice from Tenant to Landlord, Tenant may terminate this Lease with proper authority. If, by further notice in writing to Landlord at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referencedthereafter, and in the event of such indebtedness, lien, assessment, claim, termination Tenant shall have no further obligation or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from liability hereunder. From and after the Effective Dateexecution and delivery hereof, then Landlord shall defend, indemnify and save harmless Tenant shall have against all actions, claims, costs (including reasonable attorneys’ fees) and losses arising out of the right to expend existence of any such sums as are necessary to xxxxx said threat lease, encumbrance, restriction, covenant or interference and deduct agreement or allegation of the same from consideration due Landlord until Xxxxxx is reimbursed in fullexistence thereof.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice on payment of the rent and cure periodobserving keeping and performing all of the terms and provisions of this Lease on Tenant's part to be observed, Tenant kept and performed shall peacefully have exclusively, lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of Premises and all appurtenances thereto during the term hereof, including any extensions thereof, without hindrance or elections by Landlord or any persons lawfully claiming under Landlord to have title to the Premises during superior to Tenant; the Term free from the adverse claims foregoing covenant of quiet enjoyment is in lieu of any personsother covenant, firms expressed or corporations implied; and it is understood and agreed that this covenant any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and landlord's successors only with respect to breaches occurring during Landlord's and Landlord's successors', respective ownership of Landlord's interest hereunder. Further, Tenant specifically agrees that neither any Trustee nor Beneficiary of Landlord (original or successor, shall ever by personally liable for any judgment against Landlord or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain a money judgment against Landlord and/or Landlord's assets and/or injunctive relief against Landlord or Landlord's successors in interest, or any action not involving the personal liability of Landlord (original or successor) any successor Trustee to the persons named herein as Landlord, or any beneficiary of any Trust of which any person holding Landlord's interest is Trustee. With respect to any obligation of Landlord to repair or replace or restore the Premises or with respect to services to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by strike, lockout, breakdown, accident, order or regulations of or by any governmental authority, or failure of supply or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees or any person claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in full.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants thatprovisions of this Lease, provided Tenant is not in breach upon payment of any material term the Annual Base Rent and other charges due hereunder and the observing, keeping and performing of all of the terms and provisions of this Lease beyond any applicable notice on Tenant's part to be observed, kept and cure periodperformed, Tenant shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of the Premises during the Term free from hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the adverse claims Premises superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, expressed or implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and Xxxxxxxx's successors only with respect to breaches occurring during Landlord's and Xxxxxxxx's successors' respective ownership of Xxxxxxxx's interest hereunder. Further, Xxxxxx specifically agrees to look solely to Xxxxxxxx's then equity interest in the Building and Land at the time owned, or in which Landlord holds an interest as ground lessee, for recovery of any judgment from Landlord; it being specifically agreed that Landlord (original or successor), its employees, officers, directors, managers, shareholders, equity holders, agents, managers and attorneys and their respective successors and assigns ("additional persons") shall never be personally liable for any such obligations or judgment, firms or corporations for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any action not involving the personal liability of Landlord (original or successor) and the additional persons to respond in monetary damages from Landlord's assets other than Landlord's equity interest aforesaid in the Building and Land. With respect to any services, including, without limitation, heat, air-conditioning or water to be furnished by Landlord to Tenant, or obligations to be performed by Landlord hereunder, Landlord shall in no event be liable for failure to furnish or perform the same when (and the date for performance of the same shall be postponed so long as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or perform such obligations or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees, invitees or any person claiming by, through or under LandlordTenant. Landlord agrees In the event of an interruption of services to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; , if Tenant provides Landlord notice describing such interruption and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by if such public utility or governmental body, which interruption is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees (i) not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Tenant or any agent, contractor, employee or invitee of Tenant; and (ii) of such substantial or serious nature that the Premises are rendered unusable by Tenant as a result thereof for more than five (5) business days after Landlord's receipt of such notice, the Annual Base Rent shall be equitably abated as of the fifth (5th) business day. In no event shall Landlord ever be liable to Tenant for any indirect, special or consequential damages suffered by Tenant from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullwhatever cause.

COVENANT OF QUIET ENJOYMENT. Landlord covenants, warrants and represents that Tenant, upon paying the rent herein reserved and perfon11ing the covenants and warrants thatagreements hereof, provided shall peaceably and quietly have, hold and enjoy the Leased Premises during the Term. No third party has the right to prohibit Tenant's tenancy hereunder, to prohibit Tenant is not or its employees, customers and/or invitees from using the Leased Premises in breach of any material term accordance with the terms of this Lease beyond or to consent to or approve (excepting governmental agencies) any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession feature of the Leased Premises or Tenant's signage. There shall be no restrictions of any kind during the Term free from Te11Il that could prevent, limit or restrict the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements Leased Premises in accordance with the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes terms of this Lease, including, without limitation, (x) the facilitation ofoperation of a retailer of automotive parts, accessories, supplies and/or maintenance items and (y) truck deliveries to the Leased Premises during Tenant's business hours. No signboards or other construction which obstructs the view of the Leased Premises from adjoining public streets shall be erected during the Term upon any property owned, leased, operated or otherwise controlled by Landlord or any stockholder, member, partner, beneficiary , successor, assign, personal representative, heir, subsidiary or affiliate of Landlord, or any person(s) or entity(ies) having a successful prosecution direct or indirect interest in Landlord. Notwithstanding the foregoing, in the event that an intentional or negligent act or omission or violation of all Improvements and constructionany applicable law, signage rightsrule or regulation by Tenant, parking, access, drainage, utilities, communications, lighting, governmental services, or any assignee (to the operations by extent Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under remains liable ill1der this Lease for subsequent to an assignment pursuant to Section 9) or subtenant of Tenant results in the limitation or restriction of its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided Leased Premises, neither Tenant nor any such assignee or referenced, and subtenant shall be able to claim such indebtedness, lien, assessment, claim, limitation or other matter arises due restriction to Landlord’s breach of this Lease or any act or omission be an Event of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullDefault hereunder.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants thatprovisions of this Lease, provided Tenant is not in breach on payment of any material term the Basic Rent and Escalation Charges and other sums and charges due hereunder and observing, keeping and performing all of the other terms and provisions of this Lease beyond any applicable notice on Tenant's part to be observed, kept and cure periodperformed, Tenant shall peacefully have peaceably and quietly have, hold and enjoy the sole possession of the Premises during for the Term free from the adverse claims of any persons, firms without hindrance or corporations molestation by anyone claiming by, through or under Landlord. Landlord agrees , subject, however, to execute any and all easements or the rights of way onthe holders of all mortgages affecting the property from time to time; provided, over however, Landlord may at any time and from time to time, without the same constituting a breach of Landlord's covenant of quiet enjoyment or an actual or constructive eviction, and without incurring any liability to Tenant or otherwise affecting any of Tenant's obligations under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, make such changes, alterations, additions, improvements, repairs or replacements in or to the interior and exterior of the Building (including the Premises) and the fixtures and equipment thereof, and in or to the Property and the Office Park (including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental serviceslandscaping, the operations by Tenant under this Leaseconstruction of additional structures, signs and buildings, the relocation of access roads situated within the Office Park and the redesign or temporary closing of parking areas and other common facilities and roads serving the Building and the Office Park) as Landlord may deem necessary or desirable, and all change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, or other matters and things contemplated or impliedly necessary under this Lease for its full effectuationpublic parts of the Building, performance or realization. Landlord agrees not to file or cause any zoning change to provided further, however, that there be made that would affect no unreasonable interference with the Premises without the prior written approval conduct of Tenant. Landlord warrants and represents that there are no mortgages 's business or deeds obstruction of trust applicable access to the Premises as by Tenant. Nothing contained in this Section 14.3 shall be deemed to relieve Tenant of the Effective Dateany duty, obligation or liability with respect to making any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority. Landlord represents and warrants that reserves the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. Ifright, at any time during and from time to time, to change the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use name and address of the Premises as herein provided or referenced, Building and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullOffice Park.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Sublandlord represents that the Lease is --------------------------- in full force and warrants that, provided Tenant is not in breach of any material term of this Lease beyond any applicable notice effect and cure period, Tenant shall peacefully have and enjoy the sole possession of the Premises during the Term free from the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises defaults on Sublandlord's part under it as of the Effective Commencement Date. Landlord Sublandlord further represents and warrants that to Sublandlord's Actual Knowledge, as of the date of this Sublease: (i) the Subleased Premises are owned not under threat of condemnation, (ii) there is no pending litigation to which Sublandlord is a party or of which Sublandlord has received notice related to the Subleased Premises and (iii) Sublandlord has not received notice from any governmental agency of an existing violation of Environmental Laws (hereinafter defined) at the Subleased Premises. Subject to this Sublease terminating in fee simple the event the Lease is terminated, if Subtenant performs all the provisions in this Sublease to be performed by Landlord; that it is seized Subtenant, Subtenant will have and enjoy throughout the Sublease Term the quiet and undisturbed possession of the Premises in fee, subject only Subleased Premises. Sublandlord covenants to pay all Base Monthly Rent and all other amounts as and when due under the exceptions set forth on Exhibit D heretoLease and to faithfully perform its obligations under the Lease so as to avoid a default under the Lease, and that it has entered into this Lease with proper authorityto send to Subtenant copies of all notices of default received by Sublandlord from Landlord promptly upon receipt thereof. IfSubtenant shall have the right, at any time during but not the Termobligation, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use cure a default on the part of Sublandlord as Tenant under the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall Lease. Sublandlord will have the right to expend such sums as are necessary enter the Subleased Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Subleased Premises and for verifying compliance by Subtenant with this Sublease and the Lease and permitting Sublandlord to xxxxx said threat perform its obligations under this Sublease and the Lease. For purposes of this Section 4, "Sublandlord's Actual Knowledge" shall mean the actual knowledge of Xxxxx X. Xxxxxx, Vice President of Corporate Properties, without investigation or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullinquiry.

COVENANT OF QUIET ENJOYMENT. (a) Tenant, subject to the terms and provisions of this Lease and on payment of the rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold and enjoy the Premises during the term hereof on and after the Term Commencement Date without hindrance or ejection by any persons lawfully claiming under Landlord; but it is understood and agreed that this covenant, and any and all other covenants of Landlord covenants contained in this Lease shall be binding upon Landlord and warrants thatits successors only with respect to breaches occurring during its and their respective ownership of Landlord's interest hereunder. If Landlord is unable to place Tenant in possession of the Premises at the Term Commencement Date by reason of the possession of the Premises by another tenant holding over under a lease, provided Tenant is such inability by Landlord shall not in breach constitute a default under this Lease; but the Term Commencement Date shall be postponed until such date as such holdover tenant gives up possession of any material the Premises and the term of this Lease shall be deemed to commence on such Term Commencement Date as postponed. (b) With respect to any services to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord's control. In no event shall Landlord ever be liable to Tenant for any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession indirect or consequential damages by reason of Landlord's breach or default of the Premises during the Term free from the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes terms of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in full.

COVENANT OF QUIET ENJOYMENT. Landlord covenants This Lease is subject and warrants thatsubordinate to all matters of record. Tenant, provided Tenant is not in breach of any material term subject to the terms and provisions of this Lease beyond on payment of the Rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed prior to the expiration of any applicable notice and/or cure periods, shall lawfully, peaceably and cure periodquietly have, Tenant shall peacefully have hold, occupy and enjoy the sole possession of the Premises during the Term free from the adverse claims term hereof (exclusive of any persons, firms period during which Tenant is holding over after the expiration or corporations termination of this Lease without the consent of Landlord) without hindrance or ejection by any persons lawfully claiming by, through or under Landlord. Landlord agrees to execute ; but it is understood and agreed that this covenant and any and all easements or rights other covenants of way onLandlord contained in this Lease shall be binding upon Landlord and Landlord’s successors only with respect to breaches occurring during Landlord’s and Landlord’s successors’ respective ownership of Landlord’s interest hereunder. Tenant shall neither assert nor seek to enforce any claim for breach of this Lease against any of Landlord’s assets other than Landlord’s interest in the Building, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by and Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute look solely to such interest for the satisfaction of any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes liability of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant Landlord under this Lease, and all other matters and things contemplated it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any Trust of which any person from time to time holding Landlord’s interest is Trustee, nor any such Trustee, nor any member, manager, partner, director or impliedly necessary under this Lease stockholder nor Landlord’s managing agent shall ever be personally liable for its full effectuation, performance any such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim’s successors-in-interest, or to take any other matter whatsoever action which shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use not involve the personal liability of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claimLandlord, or other matter arises due to of any successor holder of Landlord’s breach interest hereunder, or of this Lease any beneficiary of any trust of which any person from time to time holding Landlord’s interest is Trustee, or of any act such Trustee, or omission of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent, to respond in monetary damages from and after Landlord’s assets other than Landlord’s interest in the Effective DateBuilding, then as aforesaid. Except as otherwise provided in this Lease, in no event shall Tenant shall have the right to expend such sums terminate or cancel this Lease or to withhold Rent or to set-off any claim or damages against Rent as are necessary a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord continuing after notice to xxxxx said threat Landlord thereof and a reasonable opportunity for Landlord to cure the same. Further, (i) in no event shall Landlord or interference Landlord’s managing agent ever be liable to Tenant for any indirect or consequential damages or loss of profits or the like and deduct (ii) in no event shall Tenant ever be held liable to the same from consideration due Landlord until Xxxxxx is reimbursed in fullParties for any indirect or consequential damages or loss of profits or the like.

COVENANT OF QUIET ENJOYMENT. Landlord covenants This Lease is subject and warrants thatsubordinate to all matters of record. Tenant, provided Tenant is not in breach of any material term subject to the terms and provisions of this Lease beyond on payment of the Rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed prior to the expiration of any applicable notice and/or cure periods, shall lawfully, peaceably and cure periodquietly have, Tenant shall peacefully have hold, occupy and enjoy the sole possession of the Premises during the Term free from the adverse claims (exclusive of any persons, firms period during which Tenant is holding over after the expiration or corporations termination of this Lease without the consent of Landlord) without hindrance or ejection by any persons lawfully claiming by, through or under Landlord. Landlord agrees to execute ; but it is understood and agreed that this covenant and any and all easements other covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord’s successors during Landlord’s and Landlord’s successors’ respective ownership of Landlord’s interest hereunder and/or with respect to breaches occurring or rights continuing during said time periods. Tenant shall neither assert nor seek to enforce any claim for breach of way onthis Lease against any of Landlord’s assets other than Landlord’s interest in the Property and the Building, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by and Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute look solely to such interest for the satisfaction of any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes liability of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant Landlord under this Lease, and all other matters and things contemplated it being specifically agreed that neither Landlord, nor any successor holder of Landlord’s interest hereunder, nor any beneficiary of any trust of which any person from time to time holding Landlord’s interest is trustee, nor any such trustee, nor any member, manager, partner, director or impliedly necessary under this Lease stockholder nor Landlord’s managing agent shall ever be personally liable for its full effectuation, performance or realizationany such liability. This paragraph shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by and/or Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim’s successors-in-interest, or to take any other matter whatsoever action which shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use not involve the personal liability of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claimLandlord, or other matter arises due to of any successor holder of Landlord’s breach interest hereunder, or of this Lease any beneficiary of any trust of which any person from time to time holding Landlord’s interest is trustee, or of any act such trustee, or omission of any manager, member, partner, director or stockholder of Landlord or of Landlord’s managing agent, to respond in monetary damages from Landlord’s assets other than Landlord’s interest in the Property and after the Effective DateBuilding, then as aforesaid. Except as otherwise provided in this Lease, in no event shall Tenant shall have the right to expend such sums terminate or cancel this Lease or to withhold Rent or to set-off any claim or damages against Rent as are necessary a result of any default by Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, except in the case of a wrongful eviction of Tenant from the Premises (constructive or actual) by Landlord continuing after notice to xxxxx said threat Landlord thereof and a reasonable opportunity for Landlord to cure the same. Further, (i) in no event shall Landlord or interference Landlord’s managing agent ever be liable to Tenant for any indirect or consequential damages or loss of profits or the like and deduct (ii) in no event shall Tenant ever be held liable to the same from consideration due Landlord until Xxxxxx is reimbursed in fullParties for any indirect or consequential damages or loss of profits or the like.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice on payment of the Rent and cure periodobserving, Tenant keeping and performing all of the terms and provisions of this Lease on Tenant's part to be observed, kept and performed, shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of the Premises during the Term free from hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the adverse claims Premises superior to Tenant. The foregoing covenant of quiet enjoyment is in lieu of any personsother covenant, firms express or corporations implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord's successors only with respect to breaches occurring during Landlord's and Landlord's successors' respective ownership of Landlord's interest hereunder. With respect to any services, including, without limitation, electric current or water, to be furnished by Landlord to Tenant, or obligations to be performed by Landlord hereunder, Landlord shall in no event be liable for failure to furnish or perform the same when (and the date for performance of the same shall be postponed so long as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish such services, or perform such obligations, or because of war or other emergency, or for any cause beyond Landlord's' reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees, invitees or any person claiming by, through or under LandlordTenant. Landlord agrees to execute use reasonable efforts to minimize the cause of any and all easements such interruption. In no event shall Landlord ever be liable to Tenant for any indirect, special or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required consequential damages suffered by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullwhatever cause.

COVENANT OF QUIET ENJOYMENT. Landlord covenants and warrants that, provided So long as Tenant is not in breach default hereunder (after the giving of any material term of this Lease beyond any applicable notice and the expiration of any applicable grace or cure period), Tenant shall peacefully have the peaceful and enjoy the sole quiet use and possession of the Leased Premises during the Term free from hereof, subject to the adverse claims terms and provisions of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees to execute this Lease; but it is understood and agreed that this covenant and any and all easements other covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord’s successors only with respect to breaches occurring during Landlord’s and Landlord’s successors’ respective ownership of the Leased Premises. Landlord warrants and represents, upon which warranty and representation Tenant has relied in the execution of this Lease, as follows: (i) that Landlord is or rights will be on the Commencement Date the fee owner of way on, over the Leased Premises free and clear of all encumbrances and restrictions which would prevent or under interfere with the use of the Leased Premises or any part thereof at for Tenant’s request permitted use as set out in Section 6.0; (ii) that on and after the Commencement Date to the best of Landlord’s control the Leased Premises shall remain free and clear of all liens and encumbrances superior to this Lease which are or may be needed or required by Tenant in conjunction with Xxxxxx’s could adversely affect the use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements Leased Premises in accordance with the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes terms of this Lease, including, without limitation, ; (iii) that the facilitation of, a successful prosecution of Leased Premises are properly zoned to permit such use; (iv) that all Improvements necessary governmental permits and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, approvals for Landlord’s Work and all other matters for such use have been or will be in due course issued and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to shall be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as best of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed control maintained in fullfull force.

COVENANT OF QUIET ENJOYMENT. Landlord covenants The Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice lease on payment of the rent and cure periodobserving, Tenant keeping and performing all of the terms and provisions of this lease on its part to be observed, kept and performed, shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession demised premises during the term hereof without hindrance or ejection by any persons lawfully claiming under the Landlord; but it is understood and agreed that this covenant and any and all other covenants of the Premises Landlord contained in this lease shall be binding upon the Landlord named herein and any successor holder of the Landlord’s interest hereunder (the term “Landlord”, when used in this lease, being a reference to the then holder from time to time of the Landlord’s interest hereunder), respectively, only during and with respect to breaches occurring during such holder’s ownership of the Term free Landlord’s interest hereunder. In addition, the Tenant specifically agrees, subject to the rights and claims of the holder of any mortgage or deed of trust and any ground lessor, to look solely to the Landlord’s equity interest in the Shopping Center for recovery of any judgment from the adverse claims of any personsLandlord; it being specifically agreed that neither the Landlord nor anyone holding, firms acting or corporations claiming by, through or under Landlord. the Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, (including, without limitation, the facilitation ofLandlord’s lenders or its managing agent or its partners, members, managers or beneficiaries) shall ever be personally liable for any such judgment. Without limitation, the representatives of the Landlord are executing this lease in a successful prosecution representative and fiduciary capacity and neither said representatives so executing nor any trustee, partner, officer, director, manager, member, shareholder or beneficiary of all Improvements the estate represented shall be personally liable for any obligation hereunder. It is further understood and constructionagreed that with respect to any services to be furnished or work to be performed by the Landlord to or for the Tenant, signage rightsthe Landlord shall in no event be liable for failure to furnish or perform the same when prevented from so doing by strike, parkinglockout, accessbreakdown, drainageaccident, utilitiesorder or regulation of or by any governmental authority, communicationsor failure of supply, lightingor inability by the exercise of reasonable diligence to obtain supplies, governmental parts, or employees necessary to furnish such services, the operations by Tenant under this Lease, and all or because of war or other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claimemergency, or other matter whatsoever shall arise or shall be asserted which in for any way interferes or threatens to interfere with Xxxxxxcause beyond the Landlord’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claimreasonable control, or other matter arises for any cause due to Landlord’s breach of this Lease or any act or omission neglect of the Tenant or its servants, agents, employees, licensees, or any person claiming by, through or under the Tenant, or any termination for any reason of the Landlord’s occupancy of the premises from which the service or work is being supplied by the Landlord, and in no event shall the Landlord from and after or anyone holding, acting or claiming by, through or under Landlord as aforesaid ever be liable to the Effective DateTenant for any lost profits, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat any punitive, or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullany indirect or consequential damages.

COVENANT OF QUIET ENJOYMENT. Landlord covenants and warrants that, provided Tenant is not in breach of any material term of this Lease beyond any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession of the Premises during the Term free from the adverse claims of any persons, firms or corporations claiming by, through or under Landlord. Landlord agrees upon the written request of the Tenant, that Landlord will (i) apply for a submerged land lease (on terms to be coordinated with the Tenant in connection with such application), as Tenant may request and, upon obtaining such submerged land lease to include such area as part of the Premises leased/subleased by Landlord to Tenant; (ii) execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with XxxxxxTenant’s use and enjoyment of the Premises; and Landlord agrees to (iii) execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in full.

COVENANT OF QUIET ENJOYMENT. Landlord covenants Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice on payment of the rent and cure periodobserving keeping and performing all of the terms and provisions of this Lease on Tenant’s part to be observed, Tenant kept and performed shall peacefully have exclusively, lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession of Premises and all appurtenances thereto during the term hereof, including any extensions thereof, without hindrance or ejection by Landlord or any persons lawfully claiming under Landlord to have title to the Premises during superior to Tenant; the Term free from the adverse claims foregoing covenant of quiet enjoyment is in lieu of any personsother so-called quiet enjoyment covenant, firms expressed or corporations implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and Landlord’s successors only with respect to breaches occurring during Landlord’s and Landlord’s successors’ respective ownership of Landlord’s interest hereunder. Further, Tenant specifically agrees that neither any Trustee nor Beneficiary of Landlord (original or successor), shall ever be personally liable for any judgment against Landlord or for the payment of any monetary obligation to Tenant. The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Tenant might otherwise have to obtain a money judgment against Landlord and/or Landlord’s assets and/or injunctive relief against Landlord or Landlord’s successors in interest, or any action not involving the personal liability of Landlord (original or successor), any successor Trustee to the persons named herein as Landlord, or any beneficiary of any Trust of which any person holding Landlord’s interest is Trustee. With respect to any obligation of Landlord to repair or replace or restore the Premises or with respect to services to be furnished by Landlord to Tenant, Landlord shall in no event be liable for failure to furnish the same when prevented from doing so by strike, lockout, breakdown, accident, order or regulations of or by any governmental authority, or failure of supply or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond Landlord’s reasonable control, or for any cause due to any act or neglect of Tenant or Tenant’s servants, agents, employees, licensees or any person claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment of the Premises; and Landlord agrees to execute any other public utility or governmental body related documents or agreements in the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in full.

COVENANT OF QUIET ENJOYMENT. Landlord covenants The Tenant, subject to the terms and warrants that, provided Tenant is not in breach of any material term provisions of this Lease beyond any applicable notice lease on payment of the rent and cure periodobserving, Tenant keeping and performing all of the terms and provisions of this lease on its part to be observed, kept and performed, shall peacefully have lawfully, peaceably and quietly have, hold, occupy and enjoy the sole possession demised premises during the term hereof without hindrance or ejection by any persons lawfully claiming under the Landlord; but it is understood and agreed that this covenant and any and all other covenants of the Premises Landlord contained in this lease shall be binding upon the Landlord and the Landlord's successors only with respect to breaches occurring during the Term free Landlord's and the Landlord's successors' respective ownership of the Landlord's interest hereunder. In addition, the Tenant specifically agrees to look solely to the Landlord's interest in the Shopping Center for recovery of any judgment from the adverse claims Landlord; it being specifically agreed that neither the Landlord nor anyone claiming under the Landlord shall ever be personally liable for any such judgment. It is further understood and agreed that the Landlord shall in no event be liable for failure to perform any obligation under this lease in the event the Landlord is prevented from so performing by strike, lockout, breakdown, accident, order or regulation of or by any personsgovernmental authority, firms or corporations failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts, or employees necessary to furnish such services, or because of war or other emergency, or for any cause beyond the Landlord's reasonable control, or for any cause due to any act or neglect of the Tenant or its servants, agents, employees, licensees, or any person claiming by, through or under Landlord. Landlord agrees to execute any and all easements or rights of way onthe Tenant, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment termination for any reason of the Premises; and Landlord agrees to execute Landlord's occupancy of the premises from which any other public utility service or governmental body related documents or agreements in work is being supplied by the form customarily provided by such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Lease, including, without limitation, the facilitation of, a successful prosecution of all Improvements and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this LeaseLandlord, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. in no event shall the Landlord agrees not to file or cause any zoning change to ever be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable liable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at Tenant for any time during the Term, any indebtedness, lien, assessment, claim, indirect or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullconsequential damages.

COVENANT OF QUIET ENJOYMENT. Landlord Landlord's Right to Make Alterations ----------------------------------------------------------------- or Improvements to the Property. ------------------------------- Tenant, on payment of the rents and other charges payable hereunder, and upon performance of the covenants of this Lease on its part to be performed, shall and warrants thatmay peaceably and quietly have, provided Tenant is not in breach of any material hold and enjoy the Leased Premises for the term of this Lease beyond any applicable notice and cure period, Tenant shall peacefully have and enjoy the sole possession of the Premises during the Term free from the adverse claims of any persons, firms or corporations against anyone claiming by, by through or under Landlord, subject to the terms hereof and to any instrument having a prior lien or right on the Property; provided, however, Landlord reserves the right at any time and from time to time, without the same constituting breach of Landlord's covenant of quiet enjoyment or an actual or constructive eviction, and without incurring any liability to Tenant or otherwise affecting Tenant's obligations under this Lease, to make such changes, alterations, improvements repairs or replacements in or to the interior and exterior of the Building (including the Leased Premises) and the fixtures and equipment thereof, and in or to the Property, or properties adjacent thereto, as Landlord may deem necessary or desirable, and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators or other public parts of the Building and Property; provided further, however, that there be no unreasonable obstruction of the right of access to the Leased Premises by Tenant. Nothing contained in this Section 22 shall be deemed to relieve Tenant of any duty, obligation or liability of Tenant with respect to making any repair, replacement or improvement or complying with any law, order or requirement of any governmental or other authority. Landlord agrees reserves the right, at any time, and from time to execute any time, to change the name and all easements or rights of way on, over or under the Premises or any part thereof at Tenant’s request which are or may be needed or required by Tenant in conjunction with Xxxxxx’s use and enjoyment address of the Premises; Building. In the event Landlord changes the name or address of the Building, Landlord will reimburse Tenant for Tenant's reasonable, actual and Landlord agrees to execute any other public utility or governmental body related documents or agreements substantiated out of pocket costs in the form customarily provided by connection with such public utility or governmental body, which is necessary to fulfill the intent and purposes of this Leasechange, including, without limitation, the facilitation of, a successful prosecution of all Improvements changes to stationary and construction, signage rights, parking, access, drainage, utilities, communications, lighting, governmental services, the operations by Tenant under this Lease, and all other matters and things contemplated or impliedly necessary under this Lease for its full effectuation, performance or realization. Landlord agrees not to file or cause any zoning change to be made that would affect the Premises without the prior written approval of Tenant. Landlord warrants and represents that there are no mortgages or deeds of trust applicable to the Premises as of the Effective Date. Landlord represents and warrants that the Premises are owned in fee simple by Landlord; that it is seized of the Premises in fee, subject only to the exceptions set forth on Exhibit D hereto, and that it has entered into this Lease with proper authority. If, at any time during the Term, any indebtedness, lien, assessment, claim, or other matter whatsoever shall arise or shall be asserted which in any way interferes or threatens to interfere with Xxxxxx’s use of the Premises as herein provided or referenced, and such indebtedness, lien, assessment, claim, or other matter arises due to Landlord’s breach of this Lease or any act or omission of Landlord from and after the Effective Date, then Tenant shall have the right to expend such sums as are necessary to xxxxx said threat or interference and deduct the same from consideration due Landlord until Xxxxxx is reimbursed in fullbusiness cards.