mutually
acknowledged, and subject to the terms and conditions stated herein, Landlord
and Tenant hereby covenant and agree as follows:
ARTICLE I.
DEMISE OF PREMISES
1.1
PREMISES.
LANDLORD LEASES AND DEMISES TO TENANT AND TENANT
LEASES AND TAKES FROM LANDLORD THE LAND, THE BUILDING AND THE PARKING STRUCTURES
OR PARKING LOTS CONSTRUCTED ON THE LAND (THE "PARKING FACILITIES"), AND THE
RELATED RIGHTS, ALL OF WHICH ARE COLLECTIVELY REFERRED TO HEREIN AS THE
"PREMISES", SUBJECT TO THE PERMITTED EXCEPTIONS.
TENANT SHALL HAVE ACCESS TO
THE PREMISES AT ALL TIMES THROUGHOUT THE LEASE TERM, SUBJECT TO THE OTHER
PROVISIONS OF THIS LEASE.
TENANT SHALL HAVE THE RIGHT TO CONTROL OR ALLOW
ACCESS TO THE PREMISES BY THIRD PARTIES AS MAY BE NECESSARY OR DESIRABLE IN
CONNECTION WITH THE CONDUCT OF ITS BUSINESS, SUBJECT TO THE OTHER PROVISIONS OF
THIS LEASE.
1.2
CONDITION OF THE PREMISES.
IT IS UNDERSTOOD AND AGREED THAT
WITH RESPECT TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL
CONDITION AND ENVIRONMENTAL CONDITION OF THE PREMISES, THE PREMISES IS BEING
DELIVERED HEREUNDER AND TENANT AGREES TO ACCEPT THE PREMISES "AS IS," "WHERE IS"
AND "WITH ALL FAULTS" AND SUBJECT TO ANY CONDITION THAT MAY EXIST, WITHOUT ANY
REPRESENTATION OR WARRANTY BY LANDLORD.
TENANT
HEREBY EXPRESSLY ACKNOWLEDGES
AND AGREES THAT AS OF THE COMMENCEMENT DATE (I) TENANT HAS THOROUGHLY INSPECTED
AND EXAMINED THE PREMISES TO THE EXTENT DEEMED NECESSARY BY TENANT IN ORDER TO
ENABLE TENANT TO EVALUATE THE LEASING AND OCCUPANCY OF THE PREMISES, (II) TENANT
IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EVALUATION OF THE
PREMISES BY TENANT IN LEASING THE PREMISES ON AN "AS IS," "WHERE IS" AND "WITH
ALL FAULTS" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF
ANY KIND OR NATURE, AND (III) LANDLORD HAS NOT MADE ANY REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO ANY INFORMATION OR MATERIALS DELIVERED TO TENANT,
INCLUDING THE ACCURACY OR COMPLETENESS THEREOF.
TENANT FURTHER ACKNOWLEDGES AND
AGREES THAT, HAVING BEEN THE OWNER OF THE PREMISES IMMEDIATELY PRIOR TO THE DATE
OF THIS LEASE, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION AND KNOWLEDGE
OF THE PREMISES (INCLUDING, WITHOUT
1
LIMITATION, ENVIRONMENTAL LIABILITY AND RISK REGARDING THE PREMISES) AND NOT ON
ANY INFORMATION PROVIDED OR TO BE PROVIDED BY LANDLORD.
TENANT FURTHER
ACKNOWLEDGES THAT NO REPRESENTATIONS AS TO THE CONDITION OF THE PREMISES, NOR
PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES, HAVE BEEN MADE BY OR ON
BEHALF OF LANDLORD, EXCEPT AS ARE EXPRESSLY SET FORTH IN THIS LEASE.
1.3
RENTABLE AREA.
THE RENTABLE AREA OF THE BUILDING IS STIPULATED
TO BE 152,933 SQUARE FEET.
1.4
NET LEASE.
THIS LEASE IS A "NET" LEASE, WHICH FOR PURPOSES OF
THIS LEASE SHALL MEAN THAT NONE OF THE EXPENSES AND COSTS ASSOCIATED WITH THE
OWNERSHIP, REPAIR AND MAINTENANCE OF THE PREMISES SHALL BE BORNE BY LANDLORD,
AND ALL OF SUCH EXPENSES SHALL BE BORNE BY TENANT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS LEASE TO THE CONTRARY.
ACCORDINGLY, ANY LEGAL REQUIREMENTS TO
THE CONTRARY NOTWITHSTANDING, EXCEPT AS EXPRESSLY PROVIDED HEREIN,