SUCH EVIDENCE AS LESSEE SHALL REASONABLY REQUEST TO EVIDENCE THAT THE
SAME WILL CONSTITUTE A QUALIFIED SALE OR A TRANSACTION NOT REQUIRING COMPLIANCE
WITH SECTION 23.4 BY REASON OF SECTION 23.3(D), INCLUDING TRANSFER TAX RETURNS,
CLOSING STATEMENTS AND COPIES OF CONTRACTS OF SALE, ALL CERTIFIED AS BEING TRUE,
CORRECT AND COMPLETE BY SUCH PARTIES.
(G)
EACH PARTY SHALL BEAR ITS OWN LEGAL FEES AND EXPENSES IN
CONNECTION WITH ANY TRANSACTION CONTEMPLATED BY THIS SECTION 23.4, AND LESSOR
AND LESSEE SHALL EACH INDEMNIFY THE OTHER AGAINST ANY CLAIMS FOR FEES AND
COMMISSIONS CLAIMED BY ANY BROKER WHOSE CLAIM IS BASED UPON BEING RETAINED BY OR
OTHERWISE HAVING DEALT WITH THE INDEMNIFYING PARTY.
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SECTION 23.5.
QUIET ENJOYMENT.
LESSOR REPRESENTS, WARRANTS AND COVENANTS TO
LESSEE THAT, SUBJECT TO THE TERMS AND CONDITIONS OF THIS LEASE, AND PROVIDED NO
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, LESSEE SHALL NOT BE
DISTURBED IN ITS POSSESSION OF THE PROPERTY BY LESSOR OR ANY OTHER PARTY
CLAIMING BY, THROUGH OR UNDER LESSOR, AND LESSEE SHALL HAVE THE RIGHT TO
PEACEABLY AND QUIETLY HOLD AND USE THE PROPERTY DURING THE TERM FREE FROM ANY
CLAIM BY LESSOR OR ANY PERSON CLAIMING BY, THROUGH OR UNDER LESSOR.
SECTION 23.6.
COPIES OF NOTICES.
PROMPTLY (AND IN ANY EVENT WITHIN TEN (10)
BUSINESS DAYS) AFTER A) LESSOR'S RECEIPT OF ANY NOTICE OR B) LESSEE'S RECEIPT OF
ANY NOTICE OF VIOLATIONS, IN EACH CASE FROM ANY GOVERNMENTAL AUTHORITY OR THIRD
PARTY WITH RESPECT TO THE PROPERTY, INCLUDING ANY NOTICE UNDER OR IN RESPECT OF
ANY APPLICABLE LAWS AND RESTRICTIONS, THE PARTY RECEIVING SUCH NOTICE SHALL
DELIVER A COPY THEREOF TO THE OTHER PARTY.
SECTION 23.7.
MATTERS RELATING TO REMAINDERMAN AND ESTATE FOR YEARS HOLDER;
JOINDER.
(A)
REMAINDERMAN HEREBY SUBJECTS AND SUBORDINATES THE REMAINDER
INTEREST AND ANY OTHER ESTATE OR INTEREST WHICH REMAINDERMAN MAY NOW OR
HEREAFTER HAVE IN OR WITH RESPECT TO THE PROPERTY TO LESSEE'S RIGHTS AND ESTATE
UNDER THIS LEASE, SUCH THAT THIS LEASE AND SUCH RIGHTS AND ESTATE EXTEND TO AND
ENCUMBER THE FEE SIMPLE ESTATE IN THE PROPERTY AND ALL SUCH OTHER PRESENT OR
FUTURE ESTATE OR INTEREST OF REMAINDERMAN.
(B)
AS LONG AS THIS LEASE REMAINS IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS, REMAINDERMAN AGREES THAT THE ESTATE AND RIGHTS OF
LESSEE HEREUNDER SHALL NOT BE DISTURBED, NOTWITHSTANDING THE DIMINUTION OR
TERMINATION OF THE ESTATE FOR YEARS.
(C)
THE OWNER OF THE ESTATE FOR YEARS AND REMAINDERMAN EACH HEREBY
IRREVOCABLY DIRECTS LESSEE TO PAY ALL RENT TO BE PAID TO LESSOR TO OR AS
DIRECTED BY THE OWNER OF THE ESTATE FOR YEARS UNTIL THE ESTATE FOR YEARS
EXPIRATION DATE AND THEREAFTER (SUBJECT TO ANY IRREVOCABLE DIRECTION PREVIOUSLY
GIVEN BY THE OWNER OF THE ESTATE FOR YEARS) TO OR AS DIRECTED BY REMAINDERMAN.
(D)
IF ANY DISPUTE OR UNCERTAINTY ARISES AS TO WHETHER THE OWNER OF
THE ESTATE FOR YEARS OR REMAINDERMAN IS ENTITLED TO ANY SUM PAYABLE BY LESSEE
HEREUNDER, LESSEE WILL BE FULLY PROTECTED UPON PAYMENT THEREOF JOINTLY