and Additional Rent shall continue to be payable in all events (or, in lieu
thereof, Lessee shall pay amounts equal thereto), and (C) the obligations of
Lessee under this Lease shall continue unaffected, unless this Lease shall have
been terminated pursuant to an express provision of this Lease.
12
ARTICLE III.
LEASED PROPERTY
3.1 Lease of Leased Property. Lessor leases to Lessee and Lessee leases from
Lessor the Leased Property, subject to the Record Agreements and the Permitted
Liens, for the Term, upon the terms and conditions of this Lease. Lessee shall
have exclusive use and possession of the Leased Property subject to the Record
Agreements and the Permitted Liens. The Leased Property is leased to Lessee
subject to the Record Agreements, the Permitted Liens and all Applicable Legal
Requirements now or hereafter in effect. LESSOR LEASES AND WILL LEASE AND LESSEE
TAKES AND WILL TAKE POSSESSION OF THE LEASED PROPERTY "AS IS", AND LESSEE
ACKNOWLEDGES THAT LESSOR (WHETHER ACTING AS LESSOR HEREUNDER OR IN ANY OTHER
CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LESSOR BE DEEMED TO HAVE
MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF
THE LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS
FOR USE OR DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LESSOR'S
TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE,
CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT
BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE.
FURTHERMORE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LESSEE
ACKNOWLEDGES THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT THAT THE
LEASED PROPERTY INCLUDES THE "SUBLEASE PREMISES" OR ANY RIGHTS WHATSOEVER
THERETO (INCLUDING WITHOUT LIMITATION ANY RIGHTS OF ACCESS THERETO OR USE
THEREOF), AND PROVIDED THAT FOR THIS PURPOSE "SUBLEASE PREMISES" HAS THE MEANING
SET FORTH IN THAT CERTAIN PORTLAND HARBOR SUBLEASE, DATED AS OF MARCH 1, 2005,
BETWEEN CHEVRON U.S.A. INC. AND PARAMOUNT PETROLEUM CORPORATION. In the event of
any defect or deficiency in any of the Leased Property of any nature, whether
patent or latent, except as otherwise expressly provided herein, Lessor shall
not have any responsibility or liability with respect thereto or for any
incidental or consequential damages (including strict liability in tort). The
provisions of this Section 3.1 have been negotiated, and the foregoing
provisions are intended to be a complete exclusion and negation of any
warranties by Lessor, express or implied, with respect to the physical condition
or sufficiency of any of the Leased Property, and arising pursuant to the
Uniform Commercial Code or any other Applicable Legal Requirements now or
hereafter in effect or otherwise.
3.2 Additional Encumbrances.
(a) Execution of Additional Record Agreements.
(i) Execution by Lessor. Lessor shall not during the Term enter into, create,
place of record, amend, assign, restate, modify, or terminate any Record
Agreement or any Other Recorded Document except (A) as