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<br />(c) Binding, Obli¢ation. This Lease is a valid and binding obligation of
<br />Lessor and is enforceable against Lessor in accordance with its terms subject to (a) applicable
<br />bankruptcy, insolvency, fraudulent conveyance, reorganization, rearrangement, moratorium,
<br />receivership, liquidation and similar laws affecting creditors rights or (b) general principles of
<br />equity.
<br />(d) No Defaults. The execution by Lessor of this Lease and the consummation
<br />by Lessor of the transactions contemplated hereby (i) do not, as of the Commencement Date,
<br />result in a breach of any of the terms or provisions of, or constitute a default, or a condition
<br />which upon notice or lapse of time or both would ripen into a default, under Lessor's charter or
<br />any resolution, indenture, agreement, instrument or obligation to which Lessor is a party or by
<br />which the Leased Premises or any portion thereof is bound, other than any breach or default that
<br />would not have a material adverse effect on the performance by Lessor of its obligations under
<br />this Lease; and (ii) do not, to the actual knowledge of Lessor, constitute, a violation of any law,
<br />order, rule or regulation applicable to Lessor or any portion of the Leased Premises of any court
<br />or of any federal, state or municipal regulatory body or administrative agency or other
<br />governmental body having jurisdiction over Lessor or any portion of the Leased Premises.
<br />(e) Consents. No permission, approval or consent by third parties or any other
<br />governmental authorities is required in order for Lessor to enter into this Lease, make the
<br />agreements herein contained or perform the obligations of Lessor hereunder other than those
<br />which have been obtained.
<br />(f) Quiet Enioyment. During the Term of this Lease and subject to the terms
<br />of this Lease, Lessee shall have the quiet enjoyment and peaceable possession of the Leased
<br />Premises.
<br />(g) ProceedinES. There aze no actions, suits or proceedings pending or, to the
<br />actual knowledge of Lessor, without independent investigation, threatened or asserted against
<br />Lessor, affecting Lessor or any portion of the Leased Premises, at law or at equity or before or by
<br />any federal, state, municipal or other govenmental department, commission, board, bureau,
<br />agency or instrumentality, domestic or foreign.
<br />(h) Impositions. Lessor has not received any notice of any condemnation
<br />actions, special assessments or increases in the assessed valuation of taxes or any Impositions of
<br />any nature which are pending or being contemplated with respect to the Leased Premises or any
<br />portion thereof.
<br />(i) Compliance with Laws. Lessor has not received any notice of any
<br />violation of any ordinance, regulation, law or statute of any governmental agency pertaining to
<br />the Leased Premises or any portion thereof.
<br />(j) Limitations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
<br />HEREIN, THIS LEASE IS MADE BY LESSOR WITHOUT REPRESENTATION OR
<br />WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION
<br />OF THE LEASED PREMISES, ITS MERCHANTABILITY, ITS CONDITION OR ITS
<br />FITNESS FOR LESSEE'S INTENDED USE OR FOR ANY PARTICULAR PURPOSE.
<br />C-20
<br />803273,4
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