LESSEE AND LESSOR ACKNOWLEDGE THAT THERE ARE TWO
(2) APPROXIMATELY 4000 THOUSAND GALLON UNDERGROUND STORAGE TANKS AND FOUR
(4) ABOVE GROUND GASOLINE TANKS ON THE DEMISED PREMISES (THE "TANKS").
LESSEE
ACCEPTS THE TANKS "AS IS", SHALL REGISTER THE TANKS WITH ANY GOVERNMENTAL AGENCY
AND SHALL KEEP, MAINTAIN, REPAIR AND REPLACE (IF NECESSARY) THE TANKS, ALL AS
MAY BE REQUIRED BY ENVIRONMENTAL LAW AND LAW AND LESSEE SHALL BE REGARDED AS THE
OWNER AND OPERATOR OF THE TANKS FOR THE PURPOSES OF THIS LEASE. LESSOR SHALL NOT
BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS OR
REPRESENTATIONS RELATING TO THE TANKS, OR THEIR OPERATION, CONDITION, CHARACTER
OR QUALITY, OR WHETHER THE TANKS ARE IN COMPLIANCE WITH ENVIRONMENTAL LAWS.
LESSEE SHALL NOT INSTALL ANY ADDITIONAL UNDERGROUND STORAGE TANKS AT THE DEMISED
PREMISES WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, WHICH LESSOR MAY GRANT OR
WITHHOLD IN LESSOR'S SOLE AND ABSOLUTE DISCRETION.
ARTICLE TWENTY-SEVEN
NO BROKERS OR AGENTS
SECTION 27.01.
LESSOR AND LESSEE REPRESENT AND WARRANT THAT NO BROKER OR
AGENT WAS INVOLVED IN ANY NEGOTIATIONS LEADING UP TO, OR IN CONNECTION WITH, THE
EXECUTION AND DELIVERY OF THIS LEASE.
LESSOR AND LESSEE AGREE TO INDEMNIFY AND
HOLD THE OTHER HARMLESS FROM AND AGAINST ANY LOSS OR DAMAGE SUFFERED BY THE
OTHER BY REASON OF ANY BREACH OF THEIR RESPECTIVE REPRESENTATION AND WARRANTIES
HEREUNDER.
ARTICLE TWENTY-EIGHT
MEMORANDUM OF LEASE
SECTION 28.01.
LESSOR AND LESSEE AGREE, UPON THE REQUEST OF EITHER PARTY,
TO EXECUTE AND DELIVER, IN PROPER FORM FOR RECORDING, A MEMORANDUM OF THIS LEASE
AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS MAY BE SUFFICIENT FOR PURPOSES OF
RECORDING OR FILING IN THE APPROPRIATE RECORDER'S OR REGISTER'S OFFICE TO
PROVIDE PUBLIC NOTICE OF THIS LEASE OR ANY AMENDMENTS OR SUPPLEMENT THERETO.
AS
A CONDITION OF THE DELIVERY OF SUCH MEMORANDUM, LESSEE SHALL DELIVER TO LESSOR'S
COUNSEL, IN PROPER FORM FOR RECORDING, AN EXECUTED TERMINATION OF SUCH
MEMORANDUM OF LEASE, WHICH SHALL BE HELD IN ESCROW UNTIL SUCH TIME AS THIS LEASE
SHALL TERMINATE.
29
ARTICLE TWENTY-NINE
COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES
SECTION 29.01.
THE TERMS, CONDITIONS, COVENANTS, PROVISIONS AND
AGREEMENTS HEREIN CONTAINED SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
LESSOR, THEIR SUCCESSORS AND ASSIGNS, AND LESSEE, IT SUCCESSORS AND ASSIGNS.
ARTICLE THIRTY
LEGAL FEES
SECTION 30.01.
EACH PARTY SHALL PAY ITS OWN ATTORNEYS' FEES IN CONNECTION
WITH THE PREPARATION AND NEGOTIATION OF THIS LEASE; HOWEVER, IF ANY LEGAL ACTION
IS INSTITUTED IN CONNECTION WITH THIS LEASE, THE PREVAILING PARTY IN SUCH ACTION
SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY REASONABLE ATTORNEYS' FEES,
COSTS AND EXPENSES RELATED TO SUCH LEGAL ACTION, INCLUDING REASONABLE ATTORNEYS'
FEES, COSTS AND EXPENSES IN ALL TRIAL, APPELLATE, POST-JUDGMENT AND BANKRUPTCY
PROCEEDINGS.
ARTICLE THIRTY-ONE
CHOICE OF LAW
SECTION 31.01.
THIS LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.
ARTICLE THIRTY-TWO
BILLBOARD LEASE
SECTION 32.01.
LESSOR AND LESSEE ACKNOWLEDGE THE EXISTENCE OF THE LEASE
AGREEMENT (THE "BILLBOARD LEASE") DATED AUGUST 5, 1999 BETWEEN