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ARTICLE III QUIET ENJOYMENT The parties intend that the Property, which is comprised of the Parcels, will be leased back to the City pursuant to the Lease for the term thereof. Subject to any rights the City may have under the Lease (in the absence of an event of default) to possession and enjoyment of the Parcels, City hereby covenants and agrees that it will not take any action to prevent the Authority from having quiet and peaceable possession and enjoyment of the Parcels during the term hereof and will, at the request of the Authority and at the City's cost, to the extent that it may lawfully do so, join in any legal action in which the Authority asserts its right to such possession and enjoyment. ARTICLE IV SPECIAL COVENANTS AND PROVISIONS Section 4.01. Owner in Fee. The City covenants that it is the owner in fee of the Parcels. Section 4.02. Waste. The Authority agrees that at all times that it is in possession of the Parcels, it will not commit, suffer or permit any waste on the Parcels, and that it will not willfully or knowingly use or permit the use of the Parcels for any illegal purpose or act. Section 4.03. Further Assurances and Corrective Instruments. The City and the Authority agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Parcels hereby leased or intended so to be or for carrying out the expressed intention of this Ground Lease and the Lease. Section 4.04. Waiver of Personal Liability. All liabilities under this Ground Lease on the part of the Authority shall be solely corporate liabilities of the Authority as a corporation, and the City hereby releases each and every director, officer and employee of the Authority of and from any personal or individual liability under this Ground Lease. No director, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable under this Ground Lease to the City or to any other party whomsoever for anything done or omitted to be done by the Authority hereunder. Section 4.05. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Parcels. LA1-63222.2 2