not currently held in the
name of Tenant, to be assigned to Tenant effective as of the Effective Date or
as soon thereafter as reasonably possible. Tenant shall pay all costs and
expenses in connection with the transfer of the Permits. Landlord shall, at no
additional cost to Landlord (other than de minimis costs), cooperate in a
commercially reasonable manner with Tenant in connection with obtaining any
Permits that are non-transferable. Tenant shall be responsible for the
processing of all requests and/or applications for such Permits.
2.3
Assignment of Operating Contracts. Landlord and Tenant shall
cooperate and take commercially reasonable efforts to cause all of the Operating
Contracts, under which Tenant is not already a party, to be assigned to Tenant
as of the Effective Date or as soon thereafter as reasonably possible.
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2.4
Condition of Leased Property. TENANT ACKNOWLEDGES AND AGREES THAT,
EXCEPT AS EXPRESSLY MADE BY LANDLORD IN THIS LEASE, LANDLORD IS NOT MAKING AND
SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASED PROPERTY, THE BUSINESS
OR ANY OF THE OTHER ITEMS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR
REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITIONS INCLUDING WEATHER-RELATED CONDITIONS, AVAILABILITY OF
ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, THE VALUE, CONDITION,
HABITABILITY, FITNESS FOR A PARTICULAR USE, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. TENANT
AGREES THAT TENANT HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY
OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF LANDLORD OR ANY AGENT OF
LANDLORD OR OTHER THIRD PARTY, INCLUDING ANY REAL ESTATE BROKER OR AGENT, EXCEPT
AS EXPRESSLY MADE BY LANDLORD IN THIS LEASE. TENANT ACKNOWLEDGES THAT TENANT WAS
THE TENANT OF THE FACILITY PRIOR TO THE EXECUTION OF THIS LEASE, THE FACILITY
WAS CONSTRUCTED BY AN AFFILIATE OF TENANT, AND TENANT REPRESENTS THAT IT IS
INTIMATELY FAMILIAR WITH AND HAS INSPECTED THE LEASED PROPERTY AND HAS FOUND THE
CONDITION THEREOF SATISFACTORY IN ALL RESPECTS. TENANT HAS CONDUCTED, OR HAS HAD
THE OPPORTUNITY TO CONDUCT, ITS OWN INSPECTIONS AND INVESTIGATIONS OF THE LEASED
PROPERTY AND THE BUSINESS AND ASSUMES ALL RISK IN CONNECTION THEREWITH, AND
TENANT HEREBY ACKNOWLEDGES AND AGREES THAT LANDLORD IS LEASING TO TENANT AND
TENANT HEREBY ACCEPTS ALL OF THE LEASED PROPERTY, THE BUSINESS AND ANY OTHER
ITEMS LEASED HEREBY "AS IS WHERE IS," WITH ALL FAULTS, AND THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE LEASED
PROPERTY BY LANDLORD, ANY AGENT OF LANDLORD OR ANY THIRD PARTY. TENANT HEREBY
WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE
LEASED PROPERTY AND THE BUSINESS. THE TERMS AND CONDITIONS OF THIS SECTION SHALL
EXPRESSLY SURVIVE THE TERMINATION OF THIS LEASE.
2.5
Initial Term. The initial term of this Lease (the "Initial Term")
shall commence on the Effective Date and shall terminate and expire at 11:59
p.m. on