Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.
Title and Condition (a) Each Leased Property is demised and let subject to (i) the Permitted Encumbrances related to such Leased Property, (ii) all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, and (iii) the condition of such Leased Property as of the commencement of the Term, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired.
(b) LANDLORD WILL NOT MAKE ANY INSPECTION OF ANY LEASED PROPERTY, AND LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, EACH LEASED PROPERTY “AS IS”, AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY LEASED PROPERTY, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD’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 TENANT. Tenant acknowledges that each Leased Property is of its selection and to its specifications, and that each Leased Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any Leased Property of any nature, whether patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any special, incidental or consequential damages (including strict liability in tort). The provisions of this Paragraph 3(b) have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any Leased Property, arising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise.
(c) Tenant acknowledges and agrees that Tenant has examined the title to each Leased Property prior to the execution and delivery of the Lease Supplement therefor and has found such title to be satisfactory for the purposes contemplated by this Lease.
(d) Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all Guaranties with respect to each Leased Property. Such assignment shall remain in effect until the termination of this Lease with respect to the related Leased Property. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant during the continuance of an Event of Default. Landlord hereby agrees to execute and deliver, at Tenant’s expense, such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). Upon the termination of this Lease with respect to any Leased Property, the Guaranties related to such Leased Property shall automatically revert to Landlord, without recourse or warranty. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord.
(e) Landlord agrees to enter into, at Tenant’s expense, such Easements as reasonably requested by Tenant, subject to Landlord’s approval of the form thereof, not to be unreasonably withheld; provided, however, that no such Easement shall result in any material diminution in the value or utility of the related Leased Property for use as an office building, branch banking facility or for any other lawful purpose and, further provided, that no such Easement shall render the use of the related Leased Property dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lenders in writing delivered with Tenant’s request with respect to such Easement. Tenant’s request shall also include Tenant’s written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor and Lease Guarantor’s written undertaking acknowledging that Lease Guarantor shall remain liable under the Lease Guaranty, in each case notwithstanding the establishment of any Easement.