Common use of Lease of Property; Title and Condition Clause in Contracts

Lease of Property; Title and Condition. (a) In consideration of the rents and covenants herein stipulated to be paid and performed by the Lessee and upon the terms and conditions herein specified, (i) the Lessor hereby leases (or licenses) to Lessee the Property, and (ii) the Lessee hereby leases (or licenses) from the Lessor the Property; it being intended that Lessee shall take a lease of the Fee Parcels and the portions of the Improvements located thereon, and shall take a license with respect to the balance of the Property. The Property is leased (or licensed, as the case may be) to the Lessee subject to (x) all applicable Legal Requirements and all of the insurance requirements set forth in paragraphs 16(a) through (c) hereof (collectively, the "INSURANCE REQUIREMENTS") now or hereafter in effect; (y) all Permitted Encumbrances; and (z) the terms, covenants and provisions of this Lease. The Lessee has examined the Property and title thereto and has found the same satisfactory for all purposes of this Lease. (b) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS PARAGRAPH 1(b) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UCC OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT.

Lease of Property; Title and Condition. (a) In consideration of the rents and covenants herein stipulated to be paid and performed by the Lessee and upon the terms and conditions herein specified, (i) the Lessor hereby leases (or licenses) the Property to Lessee the PropertyLessee, and (ii) the Lessee hereby leases (or licenses) the Property from the Lessor. (b) If at any time Lessee Parent desires Lessor the Property; it being intended that Lessee shall take to acquire a lease of the Fee Parcels and the portions of the Parcel, together with any Improvements located thereon, for lease to a Lessee hereunder, Lessee Parent may request that such Parcels and/or Improvements be acquired by Lessor and shall take subjected to this Lease, thereby becoming a license with respect part of the "Property" covered hereby. The process for the addition of a Parcel to the balance Property is as set out in the Transaction Agreement, and no Parcel shall be added to the Property until the requirements for the addition of such Parcel to the Property pursuant to the Transaction Agreement have been satisfied and Lessor has received Advances under the Instruments pursuant to the Transaction Agreement to provide Lessor with the necessary funds for such purpose. The addition of a Parcel to the Property shall be effected by a "Parcel Addition Supplement" (herein so called) to this Lease executed by Lessor, Lessee Parent (solely in its capacity as Lease Guarantor, if the Lessee Parent is not also the Lessee of the Parcel in question) and the Lessee that will lease such Parcel hereunder (including any new Additional Lessee, if applicable) in substantially the form attached hereto as Exhibit "B". The Parcel Addition Supplement shall, among other items included therein, specify the adjustments to the Net Rent and Contingent Rent Payment payable hereunder as a result of the addition of such Parcel and Improvements to the Property. Without limitation of the other applicable provisions of the Transaction Agreement, Lessee acknowledges that Agent is not required to approve a Parcel Addition Supplement, nor any Advance under the Transaction Agreement to provide Lessor sums necessary to acquire such Parcel, if the Debt Rating (as defined in the Transaction Agreement) of Lessee Parent does not satisfy the requirements of Section 1.04(g)(i) of the Transaction Agreement. (c) The Property is leased (or licensed, as the case may be) to the Lessee by Lessor subject to (xa) all applicable Legal Requirements (as defined below); and all of the insurance requirements set forth in paragraphs 16(a) through (c) hereof (collectively, the "INSURANCE REQUIREMENTS") now or hereafter in effect; (yb) all Permitted Encumbrances; and Encumbrances (z) the terms, covenants and provisions of this Leaseas defined below). The execution of a Parcel Addition Supplement shall constitute conclusive evidence that the Lessee has examined the Property Parcel in question (and any Improvements thereon), and the title thereto thereto, and has found the same satisfactory for all purposes of this Lease. (bd) If at any time Lessee desires to construct new improvements ("New Improvements") on any Parcel after such Parcel has been added to the Property, and Lessee desires to receive a Construction Advance from Lessor to reimburse Lessee for the costs of such construction, Lessee may do so upon compliance with the provisions set out below. Any such New Improvements shall be constructed by Lessee in accordance with the terms and conditions contained in that certain Construction Addendum (herein so called) attached hereto as Exhibit "C". Upon completion of any such New Improvements in accordance with the terms and conditions of the Construction Addendum and satisfaction of all requirements for the Lessor to receive an Advance (herein referred to as a "Construction Advance") under the Transaction Agreement in the amount needed to fund such Construction Advance, Lessor and Lessee shall execute a "Construction Supplement" (herein so called) to this Lease in substantially the form attached hereto as Exhibit "D". The Construction Supplement shall, among other items included therein, specify the adjustments to the Net Rent and the Contingent Rent Payment which result from the applicable Construction Advance. Lessor shall have no obligation to (i) make a Construction Advance to Lessee in respect of any New Improvements or (ii) execute the necessary Construction Supplement with respect to such New Improvements, unless an Advance therefor has been made to Lessor in accordance with Article I of the Transaction Agreement. Any New Improvements which are constructed by Lessee, and for which Lessee receives reimbursement from Lessor pursuant to the Construction Addendum, shall not be treated as "Additional Improvements" (as defined in Section 10 of this Lease) for purposes hereof; but rather the construction of such New Improvements shall be governed by the Construction Addendum. In no event will Lessee be entitled to receive any Construction Advance after August 31, 1998, and further, in no event will Lessee be entitled to any such Construction Advance if, at the time such Construction Advance would otherwise be made, the Debt Rating (as defined in the Transaction Agreement) of Lessee Parent does not satisfy the requirements of Section 1.04(c) and/or Section 1.04(g)(i), as applicable, of the Transaction Agreement. (e) In addition to Lessee's right to obtain Construction Advances upon completion of New Improvements on a Parcel as provided for in Section 1(d) above, Lessee may obtain "Interim Advances" (herein so-called) to reimburse Lessee for costs theretofore incurred in connection with the construction of New Improvements that are not yet completed and are therefore not yet eligible for Construction Advances pursuant to Section 1(d). Interim Advances shall be treated as "Construction Advances" and "Advances" for all purposes of the Transaction Agreement and the other Transaction Documents, except as otherwise specifically provided in Section 1.04(c) of the Transaction Agreement. At such time as Lessee desires to obtain an Interim Advance, Lessor and Lessee shall execute and submit to Agent an "Interim Supplement" (herein so-called) in substantially the form attached hereto as Exhibit "E". The Interim Supplement shall, among other items included therein, specify the adjustments to the Net Rent and the Contingent Rent Payment which result from the applicable Interim Advance. Lessor shall have no obligation to (i) make an Interim Advance to Lessee in respect of any New Improvements or (ii) execute the necessary Interim Supplement with respect to such New Improvements, unless Lessee has satisfied all conditions to an Interim Advance under, and an Interim Advance has been made to Lessor in accordance with, the provisions of Article I of the Transaction Agreement. It is expressly agreed that any amounts advanced to Lessee by Lessor hereunder as an Interim Advance shall be treated as a "Construction Advance" for all purposes of this Lease, including, but without limitation, for purposes of computing the amount of the Construction Failure Payment under the Construction Addendum, when applicable. (f) In connection with the construction of New Improvements on a Parcel Lessee may demolish Improvements that were located on the Parcel in question at the time such Parcel was acquired by Lessor so long as the value of the Improvements to be demolished was not included in any appraised value of the Parcel in question at the time such Parcel was acquired by Lessor and the amount of the Advance made by the Purchaser(s) under the Transaction Agreement in connection with such acquisition did not include any amount in respect of the Improvements to be demolished. In the event Lessee is in doubt as to whether the existing Improvements on any given Parcel are eligible for demolition as aforesaid, Lessee may request confirmation thereof from Agent. (g) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION CONDITION, OR DURABILITY THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE SOLELY BY THE LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETOTHERETO EXCEPT TO THE EXTENT SET FORTH IN SECTION 8(a) BELOW. THE PROVISIONS OF THIS PARAGRAPH 1(bSUBSECTION 1(f) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UCC UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT. NOTHING IN THIS SECTION 1(f) SHALL BE DEEMED TO LIMIT LESSEE'S CONTRACTUAL RIGHTS AGAINST LESSOR IN THE EVENT LESSOR VIOLATES ITS SPECIFIC COVENANTS AND OBLIGATIONS TO LESSEE PURSUANT TO THE TRANSACTION AGREEMENT OR THIS LEASE, BUT NO SUCH VIOLATION OF THE TRANSACTION AGREEMENT BY LESSOR SHALL AFFECT LESSEE'S OBLIGATIONS UNDER THIS LEASE.

Lease of Property; Title and Condition. (a) In consideration of the rents and covenants herein stipulated to be paid and performed by the Lessee and upon the terms and conditions herein specified, (i) the Lessor hereby leases (or licenses) subleases to Lessee the Ground Lease Property, and leases to Lessee all of the Improvements, and (ii) the Lessee hereby leases (or licenses) subleases from the Lessor the Property; it being intended that Lessee shall take a lease of Ground Lease Property and leases from the Fee Parcels and Lessor the portions of the Improvements located thereon, and shall take a license with respect to the balance of the PropertyImprovements. The Property is leased (subleased or licensedleased, as the case may be) , to the Lessee subject to (x) all applicable Legal Requirements and all of the insurance requirements set forth in paragraphs 16(a) through (c) hereof (collectively, the "INSURANCE REQUIREMENTSInsurance Requirements") now or hereafter 5 in effect; (y) all Permitted Encumbrances; and (z) the terms, covenants and provisions of this Lease. The Lessee has examined the Property and title thereto and has found the same satisfactory for all purposes of this Lease. (b) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS PARAGRAPH 1(b) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UCC OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT.

Lease of Property; Title and Condition. (a) In consideration of the rents and covenants herein stipulated to be paid and performed by the Lessee and upon the terms and conditions herein specified, (i) the Lessor hereby leases (or licenses) the Property to the Lessee the Property, and (ii) the Lessee hereby leases (or licenses) the Property from the Lessor the Property; it being intended that Lessee shall take a lease of the Fee Parcels and the portions of the Improvements located thereon, and shall take a license with respect to the balance of the Property. Lessor. (b) The Property is leased (or licensed, as the case may be) to the Lessee hereunder subject to (xa) all applicable Legal Requirements and all of the insurance requirements set forth in paragraphs 16(a) through (c) hereof (collectively, the "INSURANCE REQUIREMENTS") Insurance Requirements now or hereafter in effect; and (yb) all Permitted Encumbrances; and (z) encumbrances now or hereafter affecting the terms, covenants and provisions of this LeaseProperty. The Lessee has examined the Property and title thereto (as well as Lessor's interest therein) and has found the same satisfactory for all purposes of this Lease.. 5 (bc) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY PROPERTY, THE IMPROVEMENTS OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION CONDITION, OR DURABILITY THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY THE LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY PROPERTY, THE IMPROVEMENTS OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. THE PROVISIONS OF THIS PARAGRAPH 1(b1(c) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY PROPERTY, THE IMPROVEMENTS OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UCC OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT.

Lease of Property; Title and Condition. (a) In consideration of the rents and covenants herein stipulated to be paid and performed by the Lessee and upon the terms and conditions herein specified, (i) the Lessor hereby leases (or licenses) the Property to Lessee the PropertyLessee, and (ii) the Lessee hereby leases (or licenses) the Property from the Lessor. (b) If at any time Lessee Parent desires Lessor the Property; it being intended that Lessee shall take to acquire a lease of the Fee Parcels and the portions of the Parcel, together with any Improvements located thereon, for lease to a Lessee hereunder, Lessee Parent may request that such Parcels and/or Improvements be acquired by Lessor and shall take subjected to this Lease, thereby becoming a license with respect part of the "Property" covered hereby. The process for the addition of a Parcel to the balance Property is as set out in the Transaction Agreement, and no Parcel shall be added to the Property until the requirements for the addition of such Parcel to the Property pursuant to the Transaction Agreement have been satisfied and Lessor has received Advances under the Instruments pursuant to the Transaction Agreement to provide Lessor with the necessary funds for such purpose. The addition of a Parcel to the Property shall be effected by a "Supplement" (herein so called) to this Lease executed by Lessor, Lessee Parent (solely in its capacity as Lease Guarantor, if the Lessee Parent is not also the Lessee of the Parcel in question) and the Lessee that will lease such Parcel hereunder (including any new Additional Lessee, if applicable) in substantially the form attached hereto as Exhibit "B". The Supplement shall, among other items included therein, specify the adjustments to the Net Rent and Contingent Rent Payment payable hereunder as a result of the addition of such Parcel and Improvements to the Property. Without limitation of the other applicable provisions of the Transaction Agreement, Lessee acknowledges that after December 31, 1996, Agent is not required to approve a Supplement that would add an additional Parcel to the Property, nor any Advance under the Transaction Agreement to provide Lessor sums necessary to acquire such Parcel, if the Debt Rating (as defined in the Transaction Agreement) of Lessee Parent is below BBB- (as rated by Standard & Poor's Corporation) or is below Baa3 (as rated by Xxxxx'x Investors Service) or, if such Debt Rating is at BBB- or Baa3, as applicable, but the Lessee Parent is listed on "credit-watch" by the applicable rating service. (c) The Property is leased (or licensed, as the case may be) to the Lessee by Lessor subject to (xa) all applicable Legal Requirements (as defined below); and all of the insurance requirements set forth in paragraphs 16(a) through (c) hereof (collectively, the "INSURANCE REQUIREMENTS") now or hereafter in effect; (yb) all Permitted Encumbrances; and Encumbrances (z) the terms, covenants and provisions of this Leaseas defined below). The execution of a Supplement adding a Parcel to the Property shall constitute conclusive evidence that the Lessee has examined the Property Parcel in question (and any Improvements thereon), and the title thereto thereto, and has found the same satisfactory for all purposes of this Lease. (bd) If at any time Lessee desires to construct new improvements ("New Improvements") on any Parcel after such Parcel has been added to the Property, and Lessee desires to receive a Construction Advance from Lessor to reimburse Lessee for the costs of such construction, Lessee may do so upon compliance with the provisions set out below. Any such New Improvements shall be constructed by Lessee in accordance with the terms and conditions contained in that certain Construction Addendum (herein so called) attached hereto as Exhibit "C". Upon completion of any such New Improvements in accordance with the terms and conditions of the Construction Addendum and satisfaction of all requirements for the Lessor to receive an Advance (herein referred to as a "Construction Advance") under the Transaction Agreement in the amount needed to fund such Construction Advance, Lessor and Lessee shall execute a "Construction Supplement" (herein so called) to this Lease in substantially the form attached hereto as Exhibit "D". The Construction Supplement shall, among other items included therein, specify the adjustments to the Net Rent and the Contingent Rent Payment which result from the applicable Construction Advance. Lessor shall have no obligation to (i) make a Construction Advance to Lessee in respect of any New Improvements or (ii) execute the necessary Construction Supplement with respect to such New Improvements, unless an Advance therefor has been made to Lessor in accordance with Article I of the Transaction Agreement. Any New Improvements which are constructed by Lessee, and for which Lessee receives reimbursement from Lessor pursuant to the Construction Addendum, shall not be treated as "Additional Improvements" (as defined in Section 10 of this Lease) for purposes hereof; but rather the construction of such New Improvements shall be governed by the Construction Addendum. In no event will Lessee be entitled to receive any Construction Advance after December 31, 1997, and further, in no event will Lessee be entitled to any such Construction Advance after December 31, 1996, if, at the time such Construction Advance would otherwise be made, the Debt Rating (as defined in the Transaction Agreement) of Lessee Parent is not at least BBB- (as rated by Standard & Poor's Corporation) and at least Baa3 (as rated by Xxxxx'x Investors Service). (e) In connection with the construction of New Improvements on a Parcel Lessee may demolish Improvements that were located on the Parcel in question at the time such Parcel was acquired by Lessor so long as the value of the Improvements to be demolished was not included in any appraised value of the Parcel in question at the time such Parcel was acquired by Lessor and the amount of the Advance made by the Purchaser(s) under the Transaction Agreement in connection with such acquisition did not include any amount in respect of the Improvements to be demolished. In the event Lessee is in doubt as to whether the existing Improvements on any given Parcel are eligible for demolition as aforesaid, Lessee may request confirmation thereof from Agent. (f) THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, OR THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, SUITABILITY, FITNESS FOR USE FOR ANY PARTICULAR PURPOSE, CONDITION CONDITION, OR DURABILITY THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR AS TO THE LESSOR'S TITLE THERETO OR OWNERSHIP THEREOF OR OTHERWISE, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE SOLELY BY THE LESSEE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE IN THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER PATENT OR LATENT, THE LESSOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETOTHERETO EXCEPT TO THE EXTENT SET FORTH IN SECTION 8(a) BELOW. THE PROVISIONS OF THIS PARAGRAPH 1(bSUBSECTION 1(f) HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, BY THE LESSOR WITH RESPECT TO THE PROPERTY OR ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UCC UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, NOW OR HEREAFTER IN EFFECT. NOTHING IN THIS SECTION 1(e) SHALL BE DEEMED TO LIMIT LESSEE'S CONTRACTUAL RIGHTS AGAINST LESSOR IN THE EVENT LESSOR VIOLATES ITS SPECIFIC COVENANTS AND OBLIGATIONS TO LESSEE PURSUANT TO THE TRANSACTION AGREEMENT OR THIS LEASE, BUT NO SUCH VIOLATION OF THE TRANSACTION AGREEMENT BY LESSOR SHALL AFFECT LESSEE'S OBLIGATIONS UNDER THIS LEASE.