the Acquisition Cost of such Leased
Premised and any applicable Prepayment Premium.
"Termination Date" is defined in Paragraph 18(c).
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"Termination Event" means a Casualty or Condemnation described in Paragraph
18(a) or Paragraph 18(b).
"Termination Notice" is defined in Paragraph 18(a).
"Third Party Purchaser" is defined in Paragraph 21(i).
"Warehouse Expansion Improvements" means the warehouse improvements to be
constructed on the 2505 Real Property more particularly described in Exhibit
"H".
"Warranties" is defined in Paragraph 3(d).
"Work" is defined in Paragraph 13(b).
3.
Title and Condition .
(a)
The Leased Premises are demised and let subject to (i) any Mortgage and
Assignment in effect from time to time, (ii) the rights of any Persons in
possession of the Leased Premises as of the date hereof, (iii) the state of
title of the Leased Premises as of the date hereof, including any Permitted
Encumbrances, (iv) any state of facts which an accurate survey or physical
inspection of the Leased Premises might show, (v) all Legal Requirements,
including any existing violation of any thereof, and (vi) the condition of the
Leased Premises as of the date hereof, without representation or warranty by
Landlord.
(b)
Tenant acknowledges that the Leased Premises are in good condition and repair at
the inception of this Lease.
LANDLORD LEASES AND WILL LEASE AND TENANT TAKES
AND WILL TAKE THE LEASED PREMISES AS IS WHERE IS AND WITH ALL FAULTS.
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 OF
THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS
FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY
OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT,
LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH
SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY,
(xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY (xiv) OPERATION, (xv) THE
EXISTENCE OR PRESENCE OF ANY HAZARDOUS SUBSTANCE, OR (xvi) COMPLIANCE OF THE
LEASED PREMISES WITH ANY LEGAL REQUIREMENT; AND ALL RISKS RELATED TO ANY OF THE
FOREGOING ARE TO BE BORNE BY TENANT, EXCEPT WHEN CAUSED BY LANDLORD'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
TENANT ACKNOWLEDGES THAT THE LEASED PREMISES
ARE OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE LEASED PREMISES HAVE
BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT.
IN THE EVENT OF ANY DEFECT
OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR
PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT
THERETO OR FOR ANY
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INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT).
THE
PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR
IMPLIED, WITH RESPECT TO THE CONDITION OF THE LEASED PREMISES.
(c)
Tenant acknowledges that