of the
Premises and accepts the entire Premises in its "as is" condition with all
faults, and Landlord makes no representation or warranty of any kind with
respect to the condition of the Premises or with respect to the suitability of
the Premises for the conduct of Tenant's business, and Landlord shall have no
obligation to alter, repair or otherwise prepare the Premises for Tenant's
occupancy or to pay for or construct any improvements to the Premises.
It is
understood and agreed that Landlord is not obligated to install any equipment,
or make any repairs, improvements or Alterations to the Premises.
Tenant's
possession of the Premises as of the Term Commencement Date shall, except as
otherwise agreed to in writing by Landlord and Tenant, conclusively establish
that the Premises were at such time in good, sanitary and satisfactory condition
and repair.
13.2.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT LANDLORD IS LEASING THE PREMISES "AS IS" AND "WHERE
IS," AND WITH ALL FAULTS AND THAT, LANDLORD IS MAKING NO REPRESENTATIONS AND
WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH
RESPECT TO THE QUALITY OR PHYSICAL CONDITION OF THE PREMISES, THE INCOME OR
EXPENSES FROM OR OF THE PREMISES, OR THE COMPLIANCE OF THE PREMISES WITH
APPLICABLE BUILDING OR FIRE CODES, ENVIRONMENTAL LAWS OR OTHER LAWS, RULES,
ORDERS OR REGULATIONS.
WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND
AGREED THAT LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE HABITABILITY,
SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TENANT AGREES
THAT IT ASSUMES FULL RESPONSIBILITY FOR, AND THAT IT HAS HAD AN OPPORTUNITY TO
PERFORM EXAMINATIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING SPECIFICALLY,
WITHOUT LIMITATION, EXAMINATIONS AND INVESTIGATIONS FOR THE PRESENCE OF
ASBESTOS, PCBS AND OTHER HAZARDOUS SUBSTANCES, MATERIALS AND WASTES (AS THOSE
TERMS MAY BE DEFINED HEREIN OR BY APPLICABLE FEDERAL OR STATE LAWS, RULES OR
REGULATIONS) ON OR IN THE PREMISES.
WITHOUT LIMITING THE FOREGOING, TENANT
IRREVOCABLY WAIVES ALL CLAIMS THAT EXIST AS OF THE EXECUTION DATE AGAINST
LANDLORD WITH RESPECT TO ANY ENVIRONMENTAL CONDITION, INCLUDING CONTRIBUTION AND
INDEMNITY CLAIMS, WHETHER STATUTORY OR OTHERWISE.
TENANT ASSUMES FULL
RESPONSIBILITY (AS BETWEEN LANDLORD AND TENANT) FOR ALL COSTS AND EXPENSES
REQUIRED TO CAUSE THE PREMISES TO COMPLY WITH ALL APPLICABLE BUILDING AND FIRE
CODES, MUNICIPAL ORDINANCES, ENVIRONMENTAL LAWS AND OTHER LAWS, RULES, ORDERS,
AND REGULATIONS.
14.
Regulations and Parking Facilities.
14.1.
Tenant shall faithfully observe and comply with the rules and
regulations attached hereto as Exhibit C, together with such other reasonable
and nondiscriminatory rules and regulations as are hereafter promulgated by
Landlord in its reasonable discretion (the "Rules and Regulations").
During the
Term, Landlord shall not promulgate any rules and regulations that (a) have a
material adverse effect on Tenant's use or occupancy of the Premises, or (b)
materially increase Tenant's costs under this Lease, without Tenant's prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed.
14.2.
Tenant shall have a non-exclusive license to use all parking