TERMINAL AND
FACILITIES AND RELATED USES, AND (II) WITH THE PRIOR WRITTEN CONSENT OF LESSOR,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, ANY OTHER LAWFUL
PURPOSE, AS PERMITTED OR RESTRICTED BY LAW PURSUANT TO FEDERAL, STATE AND LOCAL
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE DEMISED PREMISES.
NOTHING
CONTAINED IN THIS LEASE SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY
THE LESSOR THAT THE DEMISED PREMISES OR IMPROVEMENTS, OR ANY PORTION THEREOF,
MAY LAWFULLY BE USED FOR ANY SUCH USE.
SECTION 4.02.
LESSEE SHALL, THROUGHOUT THE DEMISED TERM, AND AT NO
EXPENSE WHATSOEVER TO LESSOR, PROMPTLY COMPLY OR CAUSE COMPLIANCE, WITH ALL
LAWS, ORDINANCES, ORDERS, RULES, REGULATIONS AND REQUIREMENTS OF DULY
CONSTITUTED PUBLIC AUTHORITIES, FORESEEN OR UNFORESEEN, ORDINARY AS WELL AS
EXTRAORDINARY, AND WHETHER OR NOT THE SAME SHALL PRESENTLY BE WITHIN THE
CONTEMPLATION OF THE PARTIES HERETO OR SHALL INVOLVE ANY CHANGE OF GOVERNMENTAL
POLICY OR REQUIRE STRUCTURAL OR EXTRAORDINARY REPAIRS, ALTERATIONS OR ADDITIONS
AND IRRESPECTIVE OF THE COST THEREOF, WHICH MAY BE APPLICABLE TO THE DEMISED
PREMISES OR IMPROVEMENTS, AND THE REPAIR AND ALTERATION THEREOF INCLUDING,
WITHOUT LIMITATION, THE FIXTURES AND EQUIPMENT THEREIN AND THE SIDEWALKS, CURBS
AND VAULTS, IF ANY, ADJOINING THE DEMISED PREMISES OR THE USE OR MANNER OF USE
OF THE DEMISED PREMISES OR IMPROVEMENTS; PROVIDED, HOWEVER, IF AS A RESULT OF
ANY CHANGE IN LAWS, ORDINANCES, ORDERS, RULES, REGULATIONS OR REQUIREMENTS OF
ANY DULY CONSTITUTED PUBLIC AUTHORITY WHICH OCCUR
5
DURING THE LAST TWENTY-FOUR (24) MONTHS OF THE DEMISED TERM AND WHICH REQUIRE
CAPITAL EXPENDITURES FOR REPAIRS, ALTERATIONS OR ADDITIONS TO THE DEMISED
PREMISES OR IMPROVEMENTS, THE COST THEREOF SHALL BE SHARED EQUITABLY BY LESSOR
AND LESSEE.
LESSEE ACKNOWLEDGES THAT LESSEE IS AN AFFILIATE OF THE FORMER OWNER
OF THE DEMISED PREMISES AND IS ALSO A FORMER OCCUPANT OF THE DEMISED PREMISES
AND THAT LESSEE ACCEPTS THE DEMISED PREMISES AND IMPROVEMENTS IN THE ACTUAL "AS
IS" CONDITION IN WHICH THE SAME ARE AS OF THE DATE OF THIS LEASE, AND AS
CONTEMPLATED BY THE CONTRACT OF SALE BETWEEN SUCH AFFILIATES AND LESSOR (THE
"CONTRACT OF SALE"), AND LESSEE ASSUMES ALL RISKS, IF ANY, RESULTING FROM ANY
PRESENT OR FUTURE LATENT OR PATENT DEFECTS THEREIN OR FROM THE FAILURE THEREOF
TO COMPLY WITH ALL LEGAL REQUIREMENTS APPLICABLE THERETO, AND LESSEE
ACKNOWLEDGES THAT NEITHER LESSOR NOR ANY AGENT OR REPRESENTATIVE OF LESSOR HAS
MADE NO REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION OR
MANNER OF CONSTRUCTION OF THE IMPROVEMENTS ON THE DEMISED PREMISES. LESSEE
FURTHER AGREES THAT IT WILL, AT ITS OWN COST AND EXPENSE, FULLY AND FAITHFULLY
PERFORM AND OBSERVE ALL REQUIREMENTS AND CONDITIONS OF ALL INSTRUMENTS RECORDED
AT THE DATE OF THE COMMENCEMENT OF THE DEMISED TERM AND IN ANY INSTRUMENT
RECORDED THEREAFTER WITH THE CONSENT OF LESSEE, IN SO FAR AS THE SAME SHALL
AFFECT OR BE APPLICABLE TO THE DEMISED PREMISES OR ANY PORTION THEREOF OR ANY
EASEMENT APPURTENANT THERETO AND ALSO IN SO FAR AS THE SAME SHALL IMPOSE ANY
OBLIGATION UPON LESSOR AS OWNER OF