Common use of Title and Condition Clause in Contracts

Title and Condition. The Demised Premises are demised and let subject to the following (collectively, “Existing Matters”): (a) the existing state of the title of the Property as of the Lease Commencement Date; (b) any state of facts which an accurate survey or physical inspection of the Property might show; (c) all zoning regulations, restrictions, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (d) the condition of the Property as of the Lease Commencement Date without representation or warranty of any kind by Landlord. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO (A) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS.”

Title and Condition. The Demised Leased Premises are demised and let subject to (i) the following rights of any Persons in possession of the Leased Premises, (collectively, “Existing Matters”): (aii) the existing state of the title of the Property as any of the Lease Commencement Date; Leased Premises, including any Permitted Encumbrances and any unknown nor uninsured defects therein (bit being acknowledged by Tenant that Landlord may not have, nor be able to obtain, an owner’s policy of title insurance with respect to the Leased Premises), (iii) any state of facts which an accurate survey or physical inspection of the Property Leased Premises might show; , (civ) all zoning regulationsLegal Requirements, restrictionsincluding any existing violations of any thereof, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (dv) the condition of the Property Leased Premises as of the Lease Commencement Date commencement of the Term, without representation or warranty of any kind by Landlord. Tenant acknowledges that the Leased Premises is in satisfactory condition and state of repair at the inception of this Lease. LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES AS IS. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT LANDLORD (WHETHER ACTING AS EXPRESSLY SET FORTH LANDLORD HEREUNDER OR IN THIS LEASE, LANDLORD ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSANY WARRANTY OR REPRESENTATION, ANY REPRESENTATIONSEXPRESS OR IMPLIED, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (Ai) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGYMATERIAL OR WORKMANSHIP THEREIN, (Biii) THE CURRENT SUITABILITY EXISTENCE OF THE DEMISED PREMISES AND/ANY DEFECT, LATENT OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREONPATENT, OR (Civ) THE CURRENT COMPLIANCE STATE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH LANDLORD'S TITLE THERETO (INCLUDING ANY LAWSFAILURE OF PARAMOUNT TITLE), RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS.”(v) VALUE,

Title and Condition. The Demised Leased Premises are demised and let subject to (i) the following rights of any Persons in possession of the Leased Premises, (collectively, “Existing Matters”): (aii) the existing state of the title of the Property as any of the Lease Commencement Date; Leased Premises, including any Permitted Encumbrances, (biii) any state of facts which an accurate survey or physical inspection of the Property Leased Premises might show; , (civ) all zoning regulationsLegal Requirements, restrictionsincluding any existing violation of any thereof, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (dv) the condition of the Property Leased Premises as of the Lease Commencement Date commencement of the Term, without representation or warranty of any kind by Landlord. Tenant acknowledges that Tenant has been and shall remain (subject to Tenant's assignment and subletting rights in Paragraph 21) in physical possession of the Leased Premises and 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 AND AGREES THAT EXCEPT LANDLORD (WHETHER ACTING AS EXPRESSLY SET FORTH LANDLORD HEREUNDER OR IN THIS LEASE, LANDLORD ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSANY WARRANTY OR REPRESENTATION, ANY REPRESENTATIONSEXPRESS OR IMPLIED, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (Ai) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGYMATERIAL OR WORKMANSHIP THEREIN, (Biii) THE CURRENT SUITABILITY 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 DEMISED PREMISES AND/OR PROPERTY FOR EXISTENCE OF ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREONHAZARDOUS SUBSTANCE, OR (Cxvi) THE CURRENT COMPLIANCE OF OR BY THE DEMISED LEASED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES LAW OR REGULATIONS LEGAL REQUIREMENT; AND ALL RISKS INCIDENT THERETO 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 APPLICABLE GOVERNMENTAL AUTHORITY DEFECT OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND DEFICIENCY IN ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER 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 ANY OF THE PROPERTY AND HAVING BEEN GIVEN LEASED PREMISES, ARISING PURSUANT TO THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTYUNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (i) fee simple title (both legal and equitable) to the Leased Premises is in Landlord and that Tenant has only the leasehold right of possession and use of the Leased Premises as provided herein, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION(ii) the Improvements conform to all material Legal Requirements and all Insurance Requirements, (iii) all easements necessary or appropriate for the use or operation of the Leased Premises have been obtained, (iv) all contractors and subcontractors who have performed work on or supplied materials to the Leased Premises have been fully paid or are being paid on a current basis as such work progresses, and all materials and supplies have been fully paid for or are being paid on a current basis, (v) the Improvements have been fully completed in all material respects in a workmanlike manner, and (vi) all Equipment necessary or appropriate for the current use or operation of the Leased Premises has been installed and is presently operative in all material respects. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS ISLandlord and Tenant agree that it is their mutual intent to create, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTSand that this Lease constitutes, a master lease with respect to each and every parcel of Land, and all Improvements and Equipment therein including any and all of the Leased Premises (wherever located), that this Lease is not intended and shall not be construed to be separate leases and that all the terms and conditions hereof shall govern the rights and obligations of Landlord and Tenant with respect thereto. Any Event of Default hereunder in connection with any Leased Premises shall be deemed to be an Event of Default with respect to the entire Leased Premises (wherever located). Landlord hereby assigns to Tenant, without recourse or warranty whatsoever, all assignable warranties, guaranties, indemnities and similar rights (collectively "Warranties") which Landlord may have against any manufacturer, ---------- seller, engineer, contractor or builder in respect of any of the Leased Premises. Such assignment shall remain in effect until the expiration or earlier termination of this Lease, whereupon such assignment shall cease and all of said Warranties, guaranties, indemnities and other rights shall automatically revert to Landlord. In confirmation of such reversion Tenant shall execute and deliver promptly any certificate or other document reasonably required by Landlord. Landlord shall also retain the right to enforce any guaranties upon the occurrence and during the continuance of an Event of Default. Tenant shall enforce all Warranties in accordance with their respective terms.”

Title and Condition. The Demised Tenant acknowledges that the Premises are demised and let subject to the following (collectively, “Existing Matters”): (a) the rights of any parties in possession and the existing state of the title of the Property as of the Lease Commencement Date; Date (as defined below), (b) any state of facts which an accurate survey or physical inspection of the Property thereof might show; , (c) all zoning regulations, restrictions, easements, agreements of record, rules and ordinances, building restrictions and other laws and regulationsregulations (including, without limitation, Environmental Laws, as defined below) now in effect or hereafter adopted by any governmental authority having jurisdiction; , and (d) the condition of the Property any buildings, structures and other improvements located thereon, as of the Lease Commencement Date Date, all without representation or warranty of any kind by Landlord or by any agent of Landlord. TENANT ACKNOWLEDGES Tenant represents that, prior to entering into this Lease, it examined all such studies, reports, inspections, surveys, title reports, land records, zoning ordinances, building codes, laws, public records and other documents and information, and conducted all such independent inspections and investigations, as Tenant deemed necessary with respect to all the foregoing and other restrictions applicable to and the condition of the Premises and has found the same to be satisfactory to it. Tenant acknowledges that no study, report, survey, books, records or other information provided by Landlord or provided by any third-party, whether or not paid for by Landlord, shall constitute any representations or warranty by Landlord. Tenant unconditionally accepts the Premises "As Is" as of the Commencement Date; provided, however, the foregoing shall not limit Tenant's rights under Section 23 in the event of any Material Title Defect (as defined below). THE PROVISIONS OF THIS SECTION 2 HAVE BEEN NEGOTIATED AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASEARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY THE LANDLORD OF, AND THE LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSHEREBY DISCLAIM, ANY REPRESENTATIONSAND ALL WARRANTIES BY THE LANDLORD, WARRANTIESEXPRESS OR IMPLIED, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO (A) THE CURRENT NATUREPREMISES OR ANY PORTION THEREOF, QUALITY WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER HEREBY ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY ACCEPTS SUCH EXCLUSION, NEGATION AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTSDISCLAIMER.”

Title and Condition. (a) The Demised Leased Premises are demised and let subject to the following (collectivelyPermitted Encumbrances and all Legal Requirements and Insurance Requirements, “Existing Matters”): (a) the including any existing state violation of the title of the Property as of the Lease Commencement Date; (b) any state of facts which an accurate survey or physical inspection of the Property might show; (c) all zoning regulationsthereof, restrictions, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (d) the condition of the Property as of the Lease Commencement Date without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any kind thereof which for any reason may have expired. (b) Without limiting the effect of Landlord's covenant set forth in Section 8(c), the Landlord makes no, and expressly hereby denies any, representations or warranties regarding the condition or suitability of, or title to, the Leased Premises. Tenant agrees that it takes the Leased Premises "as is," without any such representation or warranty. (c) Landlord hereby conditionally assigns, without recourse or warranty whatsoever, to Tenant, all warranties, guaranties and indemnities, express or implied, and similar rights which Landlord may have against any manufacturer, seller, engineer, contractor or builder in respect of any of the Leased Premises, including, but not limited to, any rights and remedies existing under contract or pursuant to the Uniform Commercial Code (collectively, the "guaranties"). Such assignment shall remain in effect so long as no Event of Default exists hereunder or until the expiration or sooner termination of this Lease. Landlord shall also retain the right to enforce any guaranties so assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's sole cost and expense such further documents, including powers of attorney, as Tenant may reasonably request (and which in the good faith judgment of Landlord, do not adversely affect a substantial interest of Landlord), in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Section 6. Upon the occurrence, and during the continuancy of an Event of Default or the expiration or termination of this Lease, the guaranties shall automatically revert to Landlord. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASEThe foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. Upon the curing of such Event of Default, LANDLORD HAS NOT MADEthe assignment and guaranties shall be automatically reassigned and reinstated and revert to Tenant. The foregoing provision of reassignment, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO (A) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHreinstatement and reversion shall be self-operative and no further instrument of reassignment shall be required. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATIONIn confirmation of such reassignment each of Tenant and Landlord shall execute and deliver promptly any certificate or other instrument which Landlord or Tenant may request at Tenant's sole cost and expense. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTSAny monies collected by Tenant under any of the guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. 7.”

Title and Condition. The Demised Leased Premises are demised and let subject to the following (collectively, “Existing Matters”): (ai) the existing state of the title of the Property as of the Lease Commencement Date; Permitted Encumbrances, (b) any state of facts which an accurate survey or physical inspection of the Property might show; (cii) all zoning regulationsLegal Requirements and Insurance Requirements, restrictionsincluding any existing violation of any thereof, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (diii) the condition of the Property Leased Premises as of the Lease Commencement Date commencement of the Term, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any kind by Landlordthereof which for any reason may have expired. LANDLORD WILL NOT MAKE ANY INSPECTION OF ANY OF THE LEASED PREMISES, AND LANDLORD LEASES AND WILL LEASE, AND TENANT TAKES AND WILL TAKE, THE LEASED PREMISES "AS IS", AND TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT LANDLORD (WHETHER ACTING AS EXPRESSLY SET FORTH LANDLORD HEREUNDER OR IN THIS LEASE, LANDLORD ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSANY WARRANTY OR REPRESENTATION, ANY REPRESENTATIONSEXPRESS OR IMPLIED, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO (A) ANY OF THE CURRENT NATURELEASED PREMISES, QUALITY INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE DEMISED PREMISESMATERIAL OR WORKMANSHIP THEREIN, INCLUDINGLATENT OR PATENT, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREONAS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO 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 patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any special, incidental or consequential damages (Cincluding strict liability in tort). The provisions of this Paragraph 3(b) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWShave been negotiated, RULESand the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYexpress or implied, INCLUDINGwith respect to any of the Leased Premises, WITHOUT LIMITATIONarising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise. Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found such title to be satisfactory for the purposes contemplated by this Lease. Landlord hereby assigns, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHwithout recourse or warranty whatsoever, to Tenant, all Guaranties. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTYSuch assignment shall remain in effect until the termination of this Lease. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant during the continuance of an Event of Default. Landlord hereby agrees to execute and deliver, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATIONat Tenant's expense, such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3(d). TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS ISUpon the termination of this Lease, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTSthe Guaranties shall automatically revert to Landlord, without recourse or warranty. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may reasonably request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. Landlord agrees to enter into, at Tenant's expense, such Easements as reasonably requested by Tenant, subject to Landlord's and Lender's approval of the form thereof, not to be unreasonably withheld; provided, however, that no such Easement shall result in any material diminution in the value or utility of the Leased Premises for use as an office building, banking facility or for any other lawful purpose and, further provided, that no such Easement shall render the use of the Leased Premises dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lenders in writing delivered with Tenant's request with respect to such Easement. Tenant's request shall also include Tenant's written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor and Lease Guarantor's written undertaking acknowledging that Lease Guarantor shall remain liable under the Lease Guaranty, in each case notwithstanding the establishment of any Easement.”

Title and Condition. (a) The Demised Premises are demised and let subject to the following Permitted Encumbrances and all Legal Requirements and Insurance Requirements, including any existing violation of any thereof, without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any thereof which for any reason may have expired. (collectivelyb) Without limiting the effect of Landlord's covenant set forth in Paragraph 8(c), “Existing Matters”): (a) the Landlord makes no, and expressly hereby denies any, representations or warranties regarding the condition or suitability of, or title to, the Premises. Tenant agrees that it takes the Premises "as is," without any such representation or warranty. The Premises are leased to Tenant in their present condition without representation or warranty by Landlord and subject to the rights of parties in possession, to the existing state of the title of the Property as of the Lease Commencement Date; (b) and any state of facts which an accurate survey or physical inspection might reveal, to all applicable Legal Requirements now or hereafter in effect and subject to the Permitted Encumbrances. Tenant has examined the Premises and title to the Premises and has found all of the Property same satisfactory for all purposes. Tenant acknowledges that immediately prior to this Lease it owned and occupied the Premises and that Tenant is fully familiar with the physical condition of the Premises and that Landlord makes no representation or warranty, express or implied, with respect to same. THE LEASE OF THE PREMISES IS ON AN "AS IS" BASIS, IT BEING AGREED THAT TENANT WILL LEASE THE PREMISES IN ITS PRESENT CONDITION, WITH ALL FAULTS. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT PART THEREOF. Tenant acknowledges and agrees that no representations or warranties have been made by Landlord, or by any person, firm or agent acting or purporting to act on behalf of Landlord, as to (i) the presence or absence on or in the Premises of any particular materials or substances (including, without limitation, asbestos, hydrocarbons or hazardous or toxic substances), (ii) the condition or repair of the Premises or any portion thereof, (iii) the value, expense of operation or income potential of the Premises, (iv) the accuracy or completeness of any title, survey, structural report, environmental audit or other information provided to Tenant by any third party contractor relative to the Premises (regardless of whether the same were retained or paid for by Landlord), or (v) any other fact or condition which has affected or might show; affect the Premises or the condition, repair, value, expense of operation or income potential thereof. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Premises and agrees that Tenant will be relying solely on Tenant's inspections of the Premises in leasing the Premises. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY THE LANDLORD OF, AND THE LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY THE LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER. (c) Landlord hereby conditionally assigns, without recourse or warranty whatsoever, to Tenant, all zoning regulationswarranties, restrictionsguaranties and indemnities, rules express or implied, and ordinancessimilar rights which Landlord may have against any manufacturer, building restrictions seller, engineer, contractor or builder in respect of any of the Premises, including, but not limited to, any rights and other laws and regulationsremedies existing under contract or pursuant to the Uniform Commercial Code (collectively, now the "guaranties"). Such assignment shall remain in effect so long as no Event of Default exists hereunder or hereafter adopted until the termination of this Lease. Landlord shall also retain the right to enforce any guaranties so assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's sole cost and expense such further documents, including powers of attorney, as Tenant may reasonably request (and which in the good faith judgment of Landlord, do not adversely affect a substantial general interest of Landlord), in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 6. Upon the occurrence of an Event of Default or termination of this Lease, the guaranties shall automatically revert to Landlord. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment Tenant shall execute and deliver promptly any governmental authority having jurisdiction; certificate or other instrument which Landlord may request at Tenant's sole cost and expense. Any monies collected by Tenant under any of the guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. (d) the condition Landlord agrees to enter into with Tenant, at Tenant's expense, such easements, covenants, waivers, approvals or restrictions for utilities, parking or other matters as desirable for operation of the Property Premises or properties adjacent thereto (collectively, "Easements") as requested by Tenant, subject to Lender's and Landlord's approval thereof, not to be unreasonably withheld or delayed; provided, however, that no such Easement shall result in any diminution in the value or utility of the Lease Commencement Date without representation Premises for its legal use and further provided that no such Easement shall render the use of the Premises dependent upon any other property or warranty condition the use of the Premises upon the use of any kind other property or require payment or performance by LandlordLandlord at any time, each of which Tenant shall certify to Landlord and Lender in writing delivered with Tenant's request with respect to such Easement. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO Tenant's request shall also include Tenant's written undertaking acknowledging that Tenant shall remain liable hereunder as a principal and not merely as a surety or guarantor notwithstanding the establishment of any Easement. (A) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON, OR (C) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTY, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS IS, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTS.”e)

Title and Condition. The Demised Leased Premises are demised and let subject to the following (collectively, “Existing Matters”): (ai) the existing state of the title of the Property as of the Lease Commencement Date; Permitted Encumbrances, (b) any state of facts which an accurate survey or physical inspection of the Property might show; (cii) all zoning regulationsLegal Requirements and Insurance Requirements, restrictionsincluding any existing violation of any thereof, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (diii) the condition of the Property Leased Premises as of the Lease Commencement Date commencement of the Term; without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any kind by Landlordthereof which for any reason may have expired. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE, LANDLORD HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF ANY OF THE LEASED PREMISES, AND LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES "AS IS", AND 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, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSANY WARRANTY OR REPRESENTATION, ANY REPRESENTATIONSEXPRESS OR IMPLIED, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO (A) ANY OF THE CURRENT NATURELEASED PREMISES, QUALITY INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE DEMISED PREMISESMATERIAL OR WORKMANSHIP THEREIN, INCLUDINGLATENT OR PATENT, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGY, (B) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREONAS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO 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 patent or latent, Landlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (Cincluding strict liability in tort). The provisions of this Paragraph 3 (b) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWShave been negotiated, RULESand the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYexpress or implied, INCLUDINGwith respect to any of the Leased Premises, WITHOUT LIMITATIONarising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise. Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found such title to be satisfactory for the purposes contemplated by this Lease. Landlord hereby assigns, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITHwithout recourse or warranty whatsoever, to Tenant, all Guaranties. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTYSuch assignment shall remain in effect until the termination of this Lease. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's expense such further documents, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATIONincluding powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3 (d). TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS ISUpon the termination of this Lease, WHERE IS” CONDITION AND BASIS “WITH ALL FAULTSthe Guaranties shall automatically revert to Landlord. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. Landlord agrees to enter into, at Tenant's expense, such Easements as reasonably requested by Tenant, subject to Lender's and Landlord's approval of the form thereof, not to be unreasonably withheld or delayed; provided, however, that no such Easement shall result in any diminution in the value or utility of the Leased Premises for use as a storage warehouse and distribution center and, further provided, that no such Easement shall render the use of the Leased Premises dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lender in writing delivered with Tenant's request with respect to such Easement. Tenant's request shall also include Tenant's written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor notwithstanding the establishment of any Easement. Except as expressly permitted by this Lease, Landlord shall not enter into any Easements, REA's, restrictive covenants or other matters affecting title to the Leased Premises, without the prior consent of Tenant, which shall not be unreasonably withheld. Tenant agrees that Tenant is obligated to and shall perform all obligations of the owner of the Leased Premises under and pay all expenses which the owner of the Leased Premises may be required to pay in accordance with any REA, and that Tenant shall comply with all of the terms and conditions of the REA during the term of this Lease. Tenant further covenants and agrees to indemnify, defend and hold harmless Landlord and Lender against any claim, loss or damage suffered by Landlord or Lender by reason of Tenant's failure to perform any obligations or pay any expenses as required under any REA or comply with the terms and conditions of any REA as hereinabove provided during the term of this Lease.”

Title and Condition. The Demised Leased Premises are demised and let subject to the following (collectively, “Existing Matters”): (ai) the existing state of the title of the Property as of the Lease Commencement Date; Permitted Encumbrances, (b) any state of facts which an accurate survey or physical inspection of the Property might show; (cii) all zoning regulationsLegal Requirements and Insurance Requirements, restrictionsincluding any existing violation of any thereof, rules and ordinances, building restrictions and other laws and regulations, now in effect or hereafter adopted by any governmental authority having jurisdiction; and (diii) the condition of the Property Leased Premises as of the Lease Commencement Date commencement of the Term; without representation or warranty by Landlord; it being understood and agreed, however, that the recital of the Permitted Encumbrances herein shall not be construed as a revival of any kind thereof which for any reason may have expired. LANDLORD HAS NOT MADE AND WILL NOT MAKE ANY INSPECTION OF ANY OF THE LEASED PREMISES, AND LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED PREMISES "AS IS", AND 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 ITS FITNESS FOR USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO 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 patent or latent, 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 the foregoing provisions are intended to be a complete exclusion and negation of any warranties by Landlord, express or implied, with respect to any of the Leased Premises, arising pursuant to the Uniform Commercial Code or any other law now or hereafter in effect or otherwise. Tenant acknowledges and agrees that Tenant has examined the title to the Leased Premises prior to the execution and delivery of this Lease and has found such title to be satisfactory for the purposes contemplated by this Lease. Landlord hereby assigns, without recourse or warranty whatsoever, to Tenant, all Guaranties. Such assignment shall remain in effect until the termination of this Lease. Landlord shall also retain the right to enforce any Guaranties assigned in the name of Tenant upon the occurrence of an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's expense such further documents, including powers of attorney, as Tenant may reasonably request in order that Tenant may have the full benefit of the assignment effected or intended to be effected by this Paragraph 3 (d). Upon the termination of this Lease, the Guaranties shall automatically revert to Landlord. The foregoing provision of reversion shall be self-operative and no further instrument of reassignment shall be required. In confirmation of such reassignment, Tenant shall execute and deliver promptly any certificate or other instrument which Landlord may request. Any monies collected by Tenant under any of the Guaranties after the occurrence of and during the continuation of an Event of Default shall be held in trust by Tenant and promptly paid over to Landlord. Landlord agrees to enter into, at Tenant's expense, such Easements as reasonably requested by Tenant, subject to Lender's and Landlord's approval of the form thereof, not to be unreasonably withheld or delayed; provided, however, that no such Easement shall result in any diminution in the value or utility of the Leased Premises for use as a storage warehouse and distribution center and, further provided, that no such Easement shall render the use of the Leased Premises dependent upon any other property or condition, each of which Tenant shall certify to Landlord and Lender in writing delivered with Tenant's request with respect to such Easement. Tenant's request shall also include Tenant's written undertaking acknowledging that Tenant shall remain liable hereunder as principal and not merely as a surety or guarantor notwithstanding the establishment of any Easement. Except as expressly permitted by this Lease, Landlord shall not enter into any Easements, REA's, restrictive covenants or other matters affecting title to the Leased Premises, without the prior consent of Tenant, which shall not be unreasonably withheld. Tenant agrees that Tenant is obligated to and shall perform all obligations of the owner of the Leased Premises under and pay all expenses which the owner of the Leased Premises may be required to pay in accordance with any REA, and that Tenant shall comply with all of the terms and conditions of the REA during the term of this Lease. Tenant further covenants and agrees to indemnify, defend and hold harmless Landlord and Lender against any claim, loss or damage suffered by Landlord or Lender by reason of Tenant's failure to perform any obligations or pay any expenses as required under any REA or comply with the terms and conditions of any REA as hereinabove provided during the term of this Lease. Use of Leased Premises; Quiet Enjoyment. Tenant may use the Leased Premises as a storage, warehouse or distribution center or for any other lawful purpose so long as such other lawful purpose would not (i) have a material adverse effect on the value of the Leased Premises, (ii) materially increase (when compared to use as a storage, warehouse or distribution center) the likelihood that Tenant, Landlord or Lender would incur liability under any provisions of any Environmental Laws, or (iii) result in or give rise to any material environmental deterioration or degradation of the Leased Premises. In no event shall the Leased Premises be used for any purpose which shall violate any of the provisions of any Permitted Encumbrance or any covenants, restrictions or agreements hereafter created by or consented to by Tenant applicable to the Leased Premises. Tenant agrees that with respect to the Permitted Encumbrances and any covenants, restrictions or agreements hereafter created by or consented to by Tenant, Tenant shall observe, perform and comply with and carry out the provisions thereof required therein to be observed and performed by Landlord. TENANT ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASESubject to Tenant's rights under Paragraph 18 hereof, LANDLORD HAS NOT MADETenant shall not permit any unlawful occupation, DOES NOT MAKE AND SPECIFICALLY DISCLAIMSbusiness or trade to be conducted on the Leased Premises or any use to be made thereof contrary to applicable Legal Requirements or Insurance Requirements. Subject to Tenant's rights under Paragraph 18, ANY REPRESENTATIONSTenant shall not use, WARRANTIESoccupy or permit any of the Leased Premises to be used or occupied, PROMISESnor do or permit anything to be done in or on any of the Leased Premises, COVENANTS, AGREEMENTS OR GUARANTIES CONCERNING OR WITH RESPECT TO in a manner which would (Ai) THE CURRENT NATURE, QUALITY OR CONDITION OF THE DEMISED PREMISES, INCLUDING, WITHOUT LIMITATION, THE STRUCTURE AND CONDITION OF THE IMPROVEMENTS AND THE WATER, SOIL AND GEOLOGYmake void or voidable any insurance which Tenant is required hereunder to maintain then in force with respect to any of the Leased Premises, (Bii) THE CURRENT SUITABILITY OF THE DEMISED PREMISES AND/OR PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREONaffect the ability of Tenant to obtain any insurance which Tenant is required to furnish hereunder, OR or (Ciii) THE CURRENT COMPLIANCE OF OR BY THE DEMISED PREMISES AND/OR PROPERTY OR THEIR OPERATION WITH ANY LAWScause any injury or damage to any of the Improvements unless pursuant to Alterations permitted under Paragraph 12 hereof. Subject to all of the provisions of this Lease, RULESso long as no Event of Default exists hereunder, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODYLandlord covenants to do no act to disturb the peaceful and quiet occupation and enjoyment of the Leased Premises by Tenant. Tenant covenants and agrees to remain in actual physical possession of the Leased Premises and to continuously operate its business in the Leased Premises; provided, INCLUDINGhowever, WITHOUT LIMITATIONfrom and after the commencement of the sixty-first (61st) calendar month following the first Basic Rent Payment Date, THE AMERICANS WITH DISABILITIES ACT AND ANY RULES AND REGULATIONS PROMULGATED THEREUNDER OR IN CONNECTION THEREWITH. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT BEING AN AFFILIATE OF THE PRIOR OWNER OF THE PROPERTY AND HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE DEMISED PREMISES AND PROPERTYTenant may, TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE LEASED ON AN “AS ISat its option (without any obligation to do so), WHERE IS” CONDITION AND BASIS “WITH ALL FAULTScease to operate its business in the Leased Premises on either a (i) permanent basis or (ii) temporary basis.”