the Leased
Premises and any applicable Prepayment Premium, minus the amount of any Net
Award received by Landlord.
"Termination Date" is defined in Paragraph 18(c).
"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).
"Warranties" is defined in Paragraph 3(d).
"Visador" means Visador Holding Corporation, a Delaware corporation.
"Work" is defined in Paragraph 13(b).
10
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.
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 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 Tenant has
examined the title to the Leased Premises prior to the execution and delivery of
this Lease and has found the