had the opportunity to inspect the Premises and accepts
the Premises "AS IS, WHERE IS" condition; (b) except as provided in Section
9.02, Landlord has no obligation, express or implied, to make changes to the
Premises, or to permit alterations, modifications or other enhancements to the
Premises, or to seek or obtain any governmental authorizations or permits for
the benefit of Tenant, whether or not the failure to permit any such changes,
alterations, modifications or other enhancements, or to seek or obtain any such
governmental authorizations or permits, will adversely affect
Tenant's ability
to conduct its business or otherwise have an adverse effect on its financial
condition; (c) Landlord has previously never conducted coated film manufacturing
on the Premises and does not make any representations or warranties with respect
to the suitability or fitness of the Premises for the manufacture of coated film
and (d) neither Landlord nor any of Landlord's agents, has made any oral or
written representations or warranties with respect to the Premises, or any use
thereof, other than as set forth in this Lease.
EXCEPT AS EXPRESSLY SET FORTH
IN THIS LEASE, TENANT ACCEPTS THE PREMISES IN ITS "AS IS" CONDITION AND TENANT
EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR
OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY,
EXPRESS OR IMPLIED, RELATING TO THE PREMISES OR INTENDED PERMITTED USE.
TENANT
UNDERSTANDS THAT THE INTRODUCTION OF CHEMICALS TO THE PREMISES MAY BE PROHIBITED
BY LAW, REQUIRE PERMITS OR GOVERNMENTAL AUTHORIZATIONS FOR WHICH NO PERMIT OR
AUTHORIZATION IS CURRENTLY IN EFFECT OR AVAILABLE OR REQUIRE USE OF LANDLORD'S
EXISTING PERMITS OR AUTHORIZATIONS AND THAT (A) LANDLORD HAS NO OBLIGATION TO
MAKE AVAILABLE TO TENANT THE USE, OR ENABLE TENANT TO OBTAIN THE BENEFIT, OF ANY
OF LANDLORD'S EXISTING PERMITS OR AUTHORIZATIONS AND (B) IF LANDLORD DETERMINES,
IN ITS SOLE AND ABSOLUTE DISCRETION, THAT TENANT HAS FAILED TO OBTAIN ANY
REQUIRED PERMITS OR AUTHORIZATIONS, OR THAT THE USE OF CHEMICALS BY TENANT THAT
ARE DIFFERENT FROM CHEMICALS USED BY LANDLORD PRIOR TO THE SALE OF THE XSENSE
BUSINESS TO TENANT, ARE REASONABLY LIKELY TO CREATE ANY ENVIRONMENTAL RISK OR
HAZARD, OR ARE OTHERWISE REASONABLY LIKELY TO JEOPARDIZE OR PLACE AT RISK ANY OF
LANDLORD'S OPERATIONS, PERMITS OR AUTHORIZATIONS, OR OTHERWISE ADVERSELY AFFECT
LANDLORD'S BUSINESS, THEN, IN ANY SUCH EVENT, LANDLORD SHALL HAVE THE RIGHT, IN
ITS SOLE AND ABSOLUTE DISCRETION, TO PREVENT THE USE OF THE PREMISES FOR THE
PURPOSES INTENDED AND TO PROHIBIT MANUFACTURING IN THE PREMISES UNTIL SUCH TIME
AS TENANT HAS FULLY REMEDIED AND ADDRESSED, TO LANDLORD'S SATISFACTION, THE
BASES FOR LANDLORD'S ACTIONS.
5
Section 2.03 Common Areas.
Landlord hereby grants to Tenant, for the benefit of
Tenant and its employees, suppliers, shippers, customers, contractors and
invitees, during the Term of this Lease, the nonexclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Landlord
under the