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consent of the City Manager of the City of Paris; provided, however, that Lessee may assign
<br />its interest to its parent company, any subsidiary or affiliate of it or its parent company or
<br />to any successor-in-interest or entity acquiring fifty-one percent (51%) or more of its stock
<br />or assets. The Lessee may not sublet to or license others to use the Premises without the
<br />prior written consent of the City Manager of the City of Paris. Notwithstanding anything to
<br />the contrary contained in this Agreement, Lessee may assign, mortgage, pledge,
<br />hypothecate or otherwise transfer without consent its interest in this Agreement to any
<br />financing entity, or agent on behalf of any financing entity to whom Lessee (i) has
<br />obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations
<br />evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under
<br />or with respect to letters of credit, bankers acceptances and similar facilities or in respect
<br />of guaranties thereof.
<br />14. Warranty of Title and Quiet Enjovent. Lessor warrants that: (i) Lessor owns
<br />the Property in fee simple and has rights of access thereto and the Property is free and
<br />clear of all liens, encumbrances and restrictions; (ii) Lessor has full right to make and
<br />perform this Agreement; and (iii) Lessor covenants and agrees with Lessee that upon
<br />Lessee paying the Rent and observing and performing all the terms, covenants and
<br />conditions on Lessee's part to be observed and performed, Lessee may peacefully and
<br />quietly enjoy the Premises.
<br />15. Repairs. Lessee shall not be required to make any repairs to the Premises or
<br />Property unless such repairs shall be necessitated by reason of the default or neglect of
<br />Lessee. Except as set forth in Paragraph 6(a) above, upon expiration or termination hereof,
<br />Lessee shall restore the Premises to the condition in which it existed upon execution
<br />hereof, reasonable wear and tear excepted.
<br />16. Hazardous Substances. Lessee agrees that it will not use, generate, store or
<br />dispose of any Hazardous Substance on, under, about or within the Land on Premises in
<br />violation of any Federal, State or Local law or regulation. Lessor represents, warrants and
<br />agrees (1) that neither Lessor nor, to Lessor's knowledge, any third party has used,
<br />generated, stored or disposed of, or permitted the use, generation, storage or disposal of,
<br />any Hazardous Substance on, under, about or within the Property or the Premises in
<br />violation of any law or regulation, and (2) that Lessor will not permit any third party to use,
<br />generate, store or dispose of any Hazardous Substance on, under, about or within the
<br />Property or the Premises in violation of any law or regulation. Lessor and Lessee each
<br />agree to defend, indemnify and hold harmless the other and the other's partners, affiliates,
<br />agents and employees against any and all losses, liabilities, claims and/or costs (including
<br />reasonable attorneys' fees and costs) arising from any breach of any representation,
<br />warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous
<br />Substance" shall mean petroleum or any petroleum product, asbestos, any substance
<br />known to cause cancer and/or reproductive toxicity, and/or any substance, chemical or
<br />waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or
<br />local law or regulation. This paragraph shall survive the termination of this Agreement.
<br />17. Liabili and Indemnitv. Lessee shall at all times comply with all laws and
<br />ordinances and all rules and regulations of municipal, state and federal government
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