Ground Lease Agreement For The Iss Atlanta Building

EXHIBIT 10.78 GROUND LEASE AGREEMENT FOR THE ISS ATLANTA BUILDINGS After recording return to Michael J. Williams King & Spalding 191 Peachtree Street Atlanta, Georgia 30303-1763 LEASE AGREEMENT between DEVELOPMENT AUTHORITY OF FULTON COUNTY and MOUNT VERNON PLACE PARTNERS, L.L.C. Dated as of September 1, 2000 This Lease Agreement and all right, title and interest of the Development Authority of Fulton County in any rents, revenues and receipts derived under this Lease Agreement have been assigned to SunTrust Bank, as Trustee under the Indenture of Trust, dated as of September 1, 2000, from the Development Authority of Fulton County which secures not to exceed $49,000,000 in aggregate principal amount of Development Authority of Fulton County Taxable Revenue Bonds (Internet Security Systems, Inc. Project), Series 2000A and any Additional Bonds relating to such series issued thereunder. This instrument was prepared by: King & Spalding 191 Peachtree Street Suite 4400 Atlanta, Georgia 30303-1763 LEASE AGREEMENT TABLE OF CONTENTS (The Table of Contents for this Lease Agreement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Lease Agreement.) Article I DEFINITIONS 2 Section 1.1. Definitions. 2 Section 1.2. Rules of Construction. 6 Article II REPRESENTATIONS AND WARRANTIES 7 Section 2.1. Representations and Warranties by the Issuer. 7 Section 2.2. Representations and Warranties by the Lessee. 9 Article III LEASING CLAUSES AND WARRANTY OF TITLE 11 Section 3.1. Lease of the Series 2000A Project. 11 Section 3.2. Warranty of Title. 11 Section 3.3. Quiet Enjoyment. 11 Section 3.4. Limitations of Warranties. 12 Section 3.5. Agreement of the Issuer to Execute Amendment to Lease Agreement. 12 Article IV COMMENCEMENT AND COMPLETION OF THE SERIES 2000A PROJECT; ISSUANCE OF THE SERIES 2000A BONDS; ADDITIONAL BONDS 13 Section 4.1. Agreement to Construct and Install the Series 2000A Project on the Leased Land. 13 Section 4.2. Agreement to Issue Series 2000A Bonds; Application of Series 2000A Bond Proceeds. 14 Section 4.3. Disbursements from the Series 2000A Project Fund. 14 Section 4.4. Obligation of the Parties to Cooperate in Furnishing Documents to Trustee. 17 Section 4.5. Establishment of Completion Date. 17 Section 4.6. Lessee Required to Pay Series 2000A Project Costs in Event Series 2000A Project Fund Insufficient. 17 Section 4.7. Issuer to Pursue Remedies Against Suppliers, Contractors and Subcontractors and Their Sureties. 18 Section 4.8. Investment of Series 2000A Project Fund Moneys Permitted. 18 Section 4.9. Issuance of Additional Bonds. 19 Article V EFFECTIVE DATE OF THIS LEASE; DURATION OF LEASE TERM; RENTAL PROVISIONS 20 Section 5.1. Effective Date of this Lease; Duration of Lease Term. 20 Section 5.2. Delivery and Acceptance of Possession. 20 Section 5.3. Rents and Other Amounts Payable. 20

i Section 5.4. Place of Rental Payments. 21 Section 5.5. Obligations of Lessee Hereunder Absolute and Unconditional. 21 Section 5.6. Lessee' s Performance under Indenture. 22 Article VI MAINTENANCE AND MODIFICATIONS, TAXES AND INSURANCE 23 Section 6.1. Maintenance and Modifications of Series 2000A Project by Lessee. 23 Section 6.2. Reserved. 24 Section 6.3. Taxes, Other Governmental Charges and Utility Charges. 24 Section 6.4. Insurance Required. 24 Section 6.5. Application of Net Proceeds of Insurance. 25 Section 6.6. Additional Provisions Respecting Insurance. 25 Section 6.7. Reserved. 25 Section 6.8. Advances by Issuer or Trustee 25 Section 6.9. Indemnification of Issuer and Trustee 25 Article VII DAMAGE, DESTRUCTION AND CONDEMNATION 28 Section 7.1. Damage and Destruction. 28 Section 7.2. Condemnation. 28 Article VIII SPECIAL COVENANTS 29 Section 8.1. No Warranty of Condition or Suitability by the Issuer. 29 Section 8.2. Inspection of Series 2000A Project; Right of Access to the Series 2000A Project by the Issuer. 29 Section 8.3. Lessee to Maintain Its Corporate Existence; Exceptions Permitted. 29 Section 8.4. Qualification in Georgia. 30 Section 8.5. Granting and Release of Easements. 30 Section 8.6. Release of Certain Land. 30 Section 8.7. Preservation of Rights of Mortgagee. 31 Section 8.8. Filing of Certain Continuation Statements. 32 Section 8.9. Special Environmental Indemnification. 32 Section 8.10. Compliance with Laws. 33 Article IX ASSIGNMENT, SUBLEASING, PLEDGING AND SELLING; REDEMPTION; RENT PREPAYMENT AND ABATEMENT 34 Section 9.1. Assignment and Subleasing. 34 Section 9.2. Assignment of Lease to Trustee. 34 Section 9.3. Restrictions on Sale of Series 2000A Project by Issuer. 35 Section 9.4. Prepayment of Series 2000A Bonds. 35 Section 9.5. Prepayment of Rents. 35 Section 9.6. Rent Abatements if Series 2000A Bonds Paid Prior to Maturity. 35 Section 9.7. Reference to Series 2000A Bonds Ineffective After Series 2000A Bonds Paid. 36 Article X EVENTS OF DEFAULT AND REMEDIES 37 Section 10.1. Events of Default Defined. 37 Section 10.2. Remedies on Default. 38 Section 10.3. No Remedy Exclusive. 39

ii Section 10.4. Agreement to Pay Attorneys' Fees and Expenses. 40 Section 10.5. No Additional Waiver Implied by One Waiver. 40 Section 10.6. Waiver of Appraisement, Valuation, Etc. 40 Section 10.7. Reinstatement of Lease. 40 Article XI OPTIONS IN FAVOR OF LESSEE 41 Section 11.1. Options to Terminate the Lease Term. 41 Section 11.2. Option to Purchase Series 2000A Project. 41 Section 11.3. [Intentionally Omitted]. 42 Section 11.4. Conveyance on Purchase. 42 Section 11.5. Relative Position of Options and Indenture. 42 Article XII OBLIGATIONS OF LESSEE 43 Section 12.1. Obligation to Purchase Series 2000A Project. 43 Article XIII MISCELLANEOUS 44 Section 13.1. Notices. 44 Section 13.2. Binding Effect. 44 Section 13.3. Severability. 44 Section 13.4. Amounts Remaining in Series 2000A Bond Fund. 45 Section 13.5. Amendments, Changes and Modifications. 45 Section 13.6. Execution Counterparts. 45 Section 13.7. Captions. 45 Section 13.8. Recording of Lease. 45 Section 13.9. Law Governing Construction of Lease. 45 Section 13.10. Net Lease. 45 Section 13.11. Income Tax Purposes 45 EXHIBIT " A" - DESCRIPTION OF LEASED LAND EXHIBIT " B"- DESCRIPTION OF LEASED EQUIPMENT EXHIBIT " C"- PROJECT SUMMARY EXHIBIT " D"- QUITCLAIM DEED AND BILL OF SALE EXHIBIT " E"- FORM OF AMENDMENT TO LEASE AGREEMENT EXHIBIT " F"- REQUISITION AND CERTIFICATE EXHIBIT " G"- PROJECT LOAN DOCUMENTS

iii LEASE AGREEMENT THIS LEASE AGREEMENT, dated as of September 1, 2000, by and between the DEVELOPMENT AUTHORITY OF FULTON COUNTY (the " Issuer" ), a public body corporate and politic of the State of Georgia, as lessor, and MOUNT VERNON PLACE PARTNERS, L.L.C. (the " Lessee" ), a limited liability company organized and existading under the laws of the State of Georgia, as lessee, W I T N E S S E T H: That in consideration of the respective representations and agreements hereinafter contained, the Issuer and the Lessee agree as follows (provided, that in the performance of the agreeadments of the Issuer herein contained, any obligation it may thereby incur for the payment of money shall not be a general debt on its part but shall be payable solely out of the rents, revenues and receipts derived from this Lease Agreement, the sale of the bonds referred to in Section 2.1 hereof, the insurance and condemadnation awards as herein described and any other rents, revenues and receipts arising out of or in connection with its ownership of the Series 2000A Project as hereinafter defined): ARTICLE I DEFINITIONS SECTION 1.1. Definitions . In addition to the words and terms elsewhere defined in this Lease Agreement, the following words and terms as used in this Lease Agreement shall have the following meanings unless the context or use indicates another or different meaning or intent. Terms which are not defined in this Lease Agreement shall have the meaning specified in Article I of the Indenture except as herein otherwise expressly provided or unless the context requires otherwise. " Act" means an act of the General Assembly of the State of Georgia (O.C.G.A. Section 36 62), as amended. " Additional Bonds" means the bonds, other than the Series 2000A Bonds, authorized under the Indenture and authenticated and delivered in accordance with Sections 401 and 402 of the Indenture for the purposes of financing any portion of the Series 2000A Project. " Authorized Issuer Representative" means the person or persons at the time designated to act on behalf of the Issuer by certificate furnished to the Lessee and the Trustee containing the specimen signature of each such person and signed by the Chairman or Vice Chairman of the Issuer. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Issuer Representative. Such certificate shall be effective until revoked in writing. Should any Authorized Issuer Representative not be satisfactory to the Lessee, then upon the request of the Lessee and the Trustee, the Issuer will designate another Authorized Issuer Representative. " Authorized Lessee Representative" means the person or persons at the time designated to act on behalf of the Lessee by written certificate furnished to the Issuer and the Trustee containing the specimen signature of each such persons and signed on behalf of the Lessee by the chairman of the board, president or any vice president of the Lessee. Such certificate may designate an alternate or alternates, each of whom shall be entitled to perform all duties of the Authorized Lessee Representative. Such certificate shall be effective until revoked in writing. The term " bondholder" or " holder of the Bonds" means the registered owner of any fully registered Series 2000A Bond. " Building" means those certain facilities forming a part of the Series 2000A Project located on the Leased Land and not constituting a part of the Leased Equipment, the acquisition, construction or installation of which or the improvements or replacement thereto, in whole or in part, is to be financed with the proceeds from the sale of the Series 2000A Bonds, as they may at any time exist.

2 " Completion Date" means the date of completion of the acquisition, construction and installation of the Series 2000A Project as that date shall be certified as provided in Section 4.5 hereof. " Construction Period" means the period beginning on the date on which the Bonds are delivered to the first purchaser or purchasers thereof or the date upon which the acquisition, construction and installation of the Series 2000A Project began, whichever is earlier, and ending on the Completion Date. " Counsel" means an attorney or firm thereof admitted to practice law before the highest court of any State of the United States of America or the District of Columbia. An attorney for the Issuer or the Lessee may be eligible for appointment as Counsel. " Default Rate" shall mean the lesser of (i) that rate of interest per annum equal to the lower of two percent (2%) per annum above the Prime Rate in effect from time to time, floating, or (ii) the highest lawful rate of interest. " Event of Default" means any of the events described in Section 10.1 hereof. " Financing Statements" means any and all financing statements (including continuation statements) filed for record from time to time to perfect the security interests created by the Indenture. " Government Obligations" means (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, or (b) obligations issued by any agency controlled or supervised by and acting as an instrumentality of the United States of America, the payment of the principal of and interest on which is fully and unconditionally guaranteed as a full faith and credit obligation of the United States of America (including any securities described in (a) or (b) issued or held in book entry form on the books of the Department of Treasury of the United States of America), which obligations, in either case, are held in the name of the Trustee and are not subject to redemption prior to maturity by anyone other than the holder thereof. " Indenture" means the Indenture of Trust between the Issuer and the Trustee, of even date herewith, pursuant to which the Series 2000A Bonds are authorized to be issued and the Issuer' s interest in the Lease and the rents, revenues and receipts arising out of or in connection with the Issuer' s ownership of the Series 2000A Project are to be pledged and assigned to the Trustee as security for the payment of the principal of, and redemption premium (if any) and interest on, the Series 2000A Bonds, including any indenture supplemental thereto. " Independent Counsel" means an attorney or firm thereof duly admitted to practice law before the highest court of any state in the United States of America or the District of Columbia and not an employee of or regularly retained by either the Issuer or the Lessee.

3 " ISS" means Internet Security Systems, Inc., a Georgia corporation, and its successors and assigns, including any surviving, resulting or transferee corporation as provided in Section 8.3 of the Series 2000B Lease Agreement. " Issuer" means the Development Authority of Fulton County, a public body corporate and politic created and existing under the laws of the State of Georgia, and its lawful successors and assigns. " Issuer Documents" means this Lease, the Indenture and the Limited Warranty Deed and Bill of Sale. " Lease" means this Lease Agreement as it now exists and as it may hereafter be amended pursuant to Article XIV of the Indenture. " Lease Term" means the duration of the leasehold interest created by this Lease as specified in Section 5.1 hereof. " Leased Equipment" means those items of machinery, equipment and related property required herein to be acquired and/or installed in the Building or on the Leased Land with proceeds from the sale of the Series 2000B Bonds or the proceeds of any payment by ISS pursuant to Section 4.6 of the Series 2000B Lease Agreement and any item of machinery, equipment and related property acquired and installed in the Building or on the Leased Land in substitution therefor and renewals and replacements thereof pursuant to Sections 6.2, 7.1 and 7.2 of the Series 2000B Lease Agreement, less such machinery, equipment and related property as may be released from the Series 2000B Lease Agreement pursuant to Section 6.2 thereof or taken by the exercise of power of eminent domain as provided in Section 7.2 thereof, but not including the ISS' s own machinery, equipment and related property installed under the provisions of Section 6.1 thereof. The Leased Equipment insofar as it will be initially installed as a part of the Series 2000B Project is more fully described in Exhibit " B" attached the Series 2000B Lease Agreement. " Leased Land" means the real estate and interests in real estate described in Exhibit " A" attached hereto and by this reference made a part hereof, less such real estate and interests in real estate as may be released from this Lease pursuant to Sections 8.5 and 8.6 hereof or taken by the exercise of the power of eminent domain as provided in Section 7.2 hereof. " Lessee" means Mount Vernon Place Partners, L.L.C., a Georgia limited liability company and its successors and assigns, including any surviving, resulting or transferee corporation as provided in Section 8.3 hereof. " Mortgagee" means First Union National Bank and its successors and assigns, including any surviving, resulting or transferee corporation as lender under the Project Loan Documents. " Net Proceeds" when used with respect to any insurance or condemnation award, means the gross proceeds from the insurance or condemnation award with respect to which that

4 term is used remaining after payment of all expenses (including attorneys' fees and any Extraordinary Expenses of the Trustee as defined in the Indenture) incurred in the collection of such gross proceeds. The term " Payment in Full of the Series 2000A Bonds" specifically encompasses the situations referred to in Section 1002 of the Indenture. " Permitted Encumbrances" means, as of any particular time, (i) liens for ad valorem taxes and special assessments not then delinquent or permitted to exist as provided in Section 6.3 hereof, (ii) this Lease, the Indenture, the Sublease, the Project Loan Documents, and the security interests created herein, in the Indenture, the Sublease, and the Project Loan Documents (iii) utility, access or other easements and rights of way, restrictions, reservations, reversions and exceptions in the nature of easements that the Lessee certifies will not materially interfere with or impair the operations being conducted at the Series 2000A Project, (iv) unfiled and inchoate mechanics' and materialmen' s liens for construction work in progress, (v) architects' , contractors' , subcontractors' , mechanics' , materialmen' s, suppliers' , laborers' and vendors' liens or other similar liens not then payable or permitted to exist as provided in Section 6.1(c) hereof, (vi) such minor defects, irregularities, encumbrances, easements, rights of way and clouds on title as the Lessee, by an Authorized Lessee Representative, certifies do not, in the aggregate, materially impair the property affected thereby for the purpose for which it was acquired or is held by the Issuer, and (vii) exceptions described in any Owner' s Policy of Title Insurance that may be procured by the Issuer at the request and with the consent of the Lessee and delivered on the date of execution and delivery of this Lease. " Project Loan Documents" means each of those documents listed on Exhibit " G" attached hereto, as the same may be amended from time to time. " Project Summary" means the project summary dated as of September 1, 2000 filed with the Secretary of the Issuer, as the same may be amended from time to time in accordance with the provisions of this Lease. The Project Summary is contained as Exhibit " C" attached hereto and by this reference made a part of this Lease. " Quitclaim Deed" means the Quitclaim Deed to be dated the date of actual execution and delivery thereof, held in trust by the Trustee in accordance with the provisions hereof. The Quitclaim Deed and Bill of Sale, in substantially the form it is to be executed and delivered, is attached as Exhibit " D" hereto. " Security interest" or " security interests" means the security interests created in the Indenture and shall have the meaning set forth in the Uniform Commercial Code of Georgia, as now or hereafter amended. " Series 2000A Bond" or " Series 2000A Bonds" means any or all of the Series 2000A Bonds and any Additional Bonds issued for the purpose of financing any portion of the Series 2000A Project, which are issued by the Issuer pursuant to the Indenture.

5 " Series 2000A Bond Fund" means the Bond principal and interest payment fund created by Section 602 of the Indenture, relating to the Series 2000A Bonds, and within which has been established a General Account and a Special Account. Any reference herein to the " Series 2000A Bond Fund" without further limitation or explanation shall be deemed to be a reference to the General Account in the Series 2000A Bond Fund. " Series 2000A Project" means the Building and the Leased Land, as they may at any time exist. " Series 2000A Project Fund" means the project fund created by Section 701 of the Indenture relating to the Series 2000A Bonds and referred to in Sections 4.2 and 4.3 hereof. " Series 2000B Project" means the Leased Equipment, as they may at any time exist. " Sublease" means that certain lease agreement between the Lessee and Internet Security Systems, Inc., dated November 8, 1999, as amended by the First Amendment to Lease Agreement, dated December 7, 1999 and the Second Amendment to Lease Agreement, dated November 27 , 2000, as the same may further be amended or restated from time to time. " Sublessee" means Internet Security Systems, Inc., a Georgia corporation, and its successors and assigns, including any surviving, resulting or transferee corporation. " Trustee" means SunTrust Bank, or any co trustee and any successor trustee under the Indenture. SECTION 1.2. Rules of Construction. Unless the context clearly indicates to the contrary: (a) " Herein" , " hereby" , " hereunder" , " hereof" , " hereinbefore" , " hereinafter" and other equivalent words refer to this Lease and not solely to the particular portion thereof in which any such word is used. (b) Words importing the singular number shall include the plural number and vice versa, and any pronoun used herein shall be deemed to cover all genders. (c) All references herein to particular Articles or Sections are references to Articles or Sections of this Lease. (d) Any certificate or statement required to be delivered under the provisions of this Lease or the Indenture shall, in the absence of manifest error, be deemed to be conclusive evidence of the truth, correctness and accuracy of the matters covered in such certificate or statement.

6 ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1. Representations and Warranties by the Issuer. The Issuer makes the following representations and warranties: (a) Organization and Authority . The Issuer is a public body corporate and politic, created and validly existing pursuant to the Constitution and laws of the State of Georgia, including particularly the provisions of the Act. Under the provisions of the Act, the Issuer has the power to execute and deliver the Issuer Documents, to enter into the transactions contemplated thereby and to perform and observe its obligations contained therein in accordance with the terms thereof. By proper corporate action, the Issuer has duly authorized the execution and delivery of the Issuer Documents. (b) Qualification of Series 2000A Project Under Act . The Series 2000A Project constitutes a " project" within the meaning of Section 36-62-2(2)(N) of the Act and is located within the corporate limits of Fulton County, Georgia. (c) Public Purpose . The Issuer has found and hereby declares that the issuance of the Series 2000A Bonds and the use of the proceeds of the Series 2000A Bonds to acquire, construct and install the Series 2000A Project and the leasing of the Series 2000A Project to the Lessee and the sale of the Series 2000A Project to the Lessee, for sublease to ISS, at the expiration or sooner termination of the Lease Term is in furtherance of the public purposes for which the Issuer was created. (d) Agreements are Legal and Authorized . The Issuer is not subject to any charter, by law or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Issuer from entering into the Issuer Documents or performing any of its obligations thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights. (e) Limited Obligations . Notwithstanding anything herein contained to the contrary, any obligation the Issuer may hereby incur for the payment of money shall not be a general debt on its part but shall be payable solely from rents, revenues and receipts derived from this Lease, the sale of the Series 2000A Bonds and any other rents, revenues and receipts derived by the Issuer arising out of or in connection with its ownership of the Series 2000A Project (except for Unassigned Rights). (f) Issuance of Series 2000A Bonds . To accomplish the foregoing, the Issuer proposes to issue not to exceed $49,000,000 in aggregate principal amount of its Series 2000A Bonds immediately following the execution and delivery of this Lease. The date, denominations, interest rate, maturity date, redemption provisions and other pertinent provisions with respect to the Series 2000A Bonds are set forth in the Indenture

7 (particularly Articles II and III thereof) and by this reference thereto they are incorporated herein. (g) Security for Series 2000A Bonds . The Series 2000A Bonds are to be issued under and secured by the Indenture, pursuant to which the Issuer' s right, title and interest in this Lease (except for certain rights of indemnification and payment of expenses), and the rents, revenues and receipts arising out of or in connection with the Issuer' s ownership of the Series 2000A Project will be assigned to the Trustee and pledged as security for the payment of the principal of and interest on the Series 2000A Bonds. (h) No Prior Pledge . Neither this Lease nor the Receipts and Revenues have been pledged or hypothecated in any manner or for any purpose (other than as provided in the Indenture). (i) Governmental Consents . Neither the nature of the Issuer nor any of its activities or properties, nor any relationship between the Issuer and any other Person, nor any circumstance in connection with the offer, issue, sale or delivery of any of the Series 2000A Bonds is such as to require the consent, approval or authorization of, or the filing, registration or qualification with, any governmental authority on the part of the Issuer in connection with the execution, delivery and performance of any of the Issuer Documents or the offer, issue, sale or delivery of the Series 2000A Bonds, other than those already obtained or filed; provided, however, no representation is made herein as to compliance with the securities or " blue sky" laws of any jurisdiction. (j) No Defaults . No event has occurred and no condition exists with respect to the Issuer which would constitute an event of default, as defined therein, under any of the Issuer Documents or which, with the lapse of time or with the giving of notice or both, would become an event of default under any of the Issuer Documents. (k) Enforceability . This Lease is a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except to the extent the enforceability hereof may be subject to (i) the exercise of judicial discretion in accordance with general principles of equity, and (ii) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights heretofore or hereinafter enacted to the extent constitutionally applicable. (l) No Warranty by Issuer of Condition or Suitability of the Series 2000A Project Facilities . The Issuer makes no warranty, either expressed or implied, as to the suitability or utility of the Series 2000A Project or as to the condition of the Series 2000A Project or that they are or will be suitable for the Lessee' s purposes or needs.

8 SECTION 2.2. Representations and Warranties by the Lessee. The Lessee makes the following representations and warranties: (a) Corporate Organization and Power . The Lessee is a limited liability company duly organized and validly existing under the laws of the State of Georgia, is qualified to do business in the State of Georgia, is in good standing under the laws of Georgia, has the power to enter into this Lease and to perform and observe its obligations contained herein in accordance with the terms hereof, and has, by proper action, been duly authorized to execute, deliver and perform this Lease in accordance with the terms hereof. (b) Pending Litigation . There are no actions, suits, proceedings, inquiries or investigations pending, or to the knowledge of the Lessee threatened, against or affecting the Lessee in any court or before any governmental authority or arbitration board or tribunal which is reasonably anticipated to materially and adversely affect the transactions contemplated by the Lease or which is reasonably anticipated to adversely affect the validity or enforceability of the Series 2000A Bonds or the Lease or the ability of the Lessee to perform its obligations under any of the foregoing. (c) Agreements Are Valid and Authorized . The execution and delivery by the Lessee of the Lease and the compliance by the Lessee with all of the provisions hereof and the consummation of the transactions contemplated hereby (A) (i) are within the corporate power of the Lessee, (ii) will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, its articles or certificate of incorporation, its bylaws, or any commitment, agreement or instrument of whatever nature to which the Lessee is a party or by which it may be bound, or to which any of its properties may be subject, or any license, judgment, decree, law, statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Lessee or any of its activities or properties, or (iii) result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Lessee under the terms of any instrument or agreement, and (B) have been duly authorized by all necessary action on the part of the Lessee. (d) Governmental Consents . Neither the Lessee nor any of its business or pro ...