TENANT
ACKNOWLEDGES THAT LANDLORD HAS NOT MADE, AND WILL NOT MAKE, NOR SHALL LANDLORD
BE DEEMED TO HAVE MADE, ANY WARRANTIES TO TENANT WITH RESPECT TO THE QUALITY OF
CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR TENANT FINISH WITHIN THE PREMISES
OR AS TO THE CONDITION OF THE PREMISES, EITHER EXPRESS OR IMPLIED, 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 OF ANY
HAZARDOUS MATERIAL, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR
(xvi) COMPLIANCE OF THE PREMISES WITH ANY REGULATIONS OR EASEMENT AGREEMENTS;
AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES
THAT THE PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE
PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF
ANY DEFECT OR DEFICIENCY IN ANY OF THE PREMISES OF ANY NATURE, WHETHER LATENT OR
PATENT, THAT IS EXISTING ON THE EFFECTIVE DATE, LANDLORD SHALL NOT HAVE ANY
RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES TO TENANT (INCLUDING STRICT LIABILITY IN TORT). THE
PROVISIONS OF THIS SECTION 2 HAVE BEEN NEGOTIATED, AND ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION OF ANY WARRANTIES BY LANDLORD, EXPRESS OR
IMPLIED, WITH RESPECT TO ANY OF THE PREMISES, ARISING PURSUANT TO THE UNIFORM
COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING
OTHERWISE.
2. TERM.
2.1 The term of this Lease ("Term") shall commence on the date first set forth
above ("Commencement Date") and expire on August 31, 2015 ("Expiration Date");
provided, however, that Tenant shall have the right (the "Early Termination
Option") to accelerate the Expiration Date to an earlier date selected by Tenant
(the "Termination Date") upon not less than one hundred twenty (120) days'
notice to Landlord. If Tenant elects to have the Termination Date occur prior to
the Expiration Date (which such notice shall be irrevocable), Landlord shall pay
to Tenant an amount equal to Seventy Five Thousand Dollars ($75,000) per month
(prorated for any partial calendar month based upon the actual number of days in
such month and the number of days remaining in such month after the date Tenant
surrender possession of the Premises to Landlord) that Tenant surrenders
possession of the Premises prior to the Expiration Date, not to exceed Three
Seventy Five Thousand Dollars ($375,000) in total (the "Early Termination Fee"),
such payment to be made within ten (10) business days following Tenant's
surrender of the Premises in the condition required herein. For purposes of
Section 26 hereof, once Tenant exercises the Early Termination Option the
Termination Date shall be deemed the Expiration Date for purposes of determining
liability under such Section