DEEMED BY THE PARTIES HERETO TO CONSTITUTE
REAL ESTATE, TOGETHER WITH ALL REPLACEMENTS, MODIFICATIONS, ALTERATIONS AND
ADDITIONS THERETO, BUT SPECIFICALLY EXCLUDING ALL ITEMS INCLUDED
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WITHIN THE CATEGORY OF TENANT'S PERSONAL PROPERTY (COLLECTIVELY, THE
"FIXTURES");
(E)
ALL MACHINERY, EQUIPMENT, FURNITURE,
FURNISHINGS, MOVEABLE WALLS OR PARTITIONS, COMPUTERS OR TRADE FIXTURES OR OTHER
PERSONAL PROPERTY OF ANY KIND OR DESCRIPTION USED OR USEFUL IN TENANT'S BUSINESS
ON OR IN THE LEASED IMPROVEMENTS, AND LOCATED ON OR IN THE LEASED IMPROVEMENTS,
AND ALL MODIFICATIONS, REPLACEMENTS, ALTERATIONS AND ADDITIONS TO SUCH PERSONAL
PROPERTY, EXCEPT ITEMS, IF ANY, INCLUDED WITHIN THE CATEGORY OF FIXTURES, BUT
SPECIFICALLY EXCLUDING ALL ITEMS INCLUDED WITHIN THE CATEGORY OF TENANT'S
PERSONAL PROPERTY;
(F)
ALL OF THE LEASED INTANGIBLE PROPERTY;
AND
(G)
ANY AND ALL LEASES OF SPACE IN THE LEASED
IMPROVEMENTS.
2.2
CONDITION OF LEASED PROPERTY.
TENANT
ACKNOWLEDGES RECEIPT AND DELIVERY OF POSSESSION OF THE LEASED PROPERTY AND
TENANT ACCEPTS THE LEASED PROPERTY IN ITS "AS IS" CONDITION, SUBJECT TO THE
RIGHTS OF PARTIES IN POSSESSION, THE EXISTING STATE OF TITLE, INCLUDING ALL
COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, MINERAL LEASES, EASEMENTS AND
OTHER MATTERS OF RECORD OR THAT ARE VISIBLE OR APPARENT ON THE LEASED
PROPERTY,
ALL APPLICABLE LEGAL REQUIREMENTS, THE LIEN OF ANY FINANCING INSTRUMENTS,
MORTGAGES AND DEEDS OF TRUST EXISTING PRIOR TO THE APPLICABLE COMMENCEMENT DATE
FOR ANY PROPERTY OR PERMITTED BY THE TERMS OF THIS AGREEMENT, AND SUCH OTHER
MATTERS WHICH WOULD BE DISCLOSED BY AN INSPECTION OF THE LEASED PROPERTY AND THE
RECORD TITLE THERETO OR BY AN ACCURATE SURVEY THEREOF.
TENANT REPRESENTS THAT
IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE
CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR
WARRANTY OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND
TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION
OF THE LEASED PROPERTY.
LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS
OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO
ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR
OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR
PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT.
TO THE
MAXIMUM EXTENT PERMITTED BY LAW, HOWEVER, LANDLORD HEREBY ASSIGNS TO TENANT ALL
OF LANDLORD'S RIGHTS TO PROCEED AGAINST ANY PREDECESSOR IN INTEREST OR INSURER
FOR BREACHES OF WARRANTIES OR REPRESENTATIONS OR FOR LATENT DEFECTS IN THE
LEASED PROPERTY.
LANDLORD SHALL FULLY COOPERATE WITH TENANT IN
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THE PROSECUTION OF ANY SUCH CLAIMS, IN LANDLORD'S OR TENANT'S NAME, ALL AT
TENANT'S SOLE COST AND EXPENSE.
TENANT SHALL INDEMNIFY, DEFEND, AND HOLD
HARMLESS LANDLORD FROM AND AGAINST ANY LOSS, COST, DAMAGE OR LIABILITY
(INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY LANDLORD IN CONNECTION WITH
SUCH COOPERATION.
2.3
FIXED TERM.
THE INITIAL TERM OF THIS
AGREEMENT (THE "FIXED TERM") WITH RESPECT TO EACH PROPERTY COMMENCED ON THE
COMMENCEMENT DATE WITH RESPECT TO SUCH PROPERTY AND