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5489135.1 5
<br />certain Guaranty of Lease, dated as of July 13, 2020, made by Purchaser for the benefit of
<br />Seller (the “Lease Guaranty”) with respect to Previous Lessee’s obligations under the
<br />Previous Lease, and that certain Standard Industrial/Commercial Single-Tenant Lease - Net
<br />dated as of March 1, 2021, by and between Seller, as lessor, and Purchaser, as lessee (the
<br />“Existing Lease”), Purchaser has been in possession or control of the entire Property since
<br />the date of the Previous Lease and comprehensive improvements in connection with its
<br />occupancy and use of the Property have been completed in accordance with the terms and
<br />conditions of the Existing Lease and have been approved by Purchaser. As such, Purchaser’s
<br />knowledge of the current condition of the Property exceeds that of Seller. PURCHASER
<br />ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT
<br />MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY AND ALL
<br />REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
<br />OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
<br />EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS
<br />TO, CONCERNING OR WITH RESPECT TO THE PROPERTY OR ITS CONDITION,
<br />INCLUDING, WITHOUT LIMITATION, (I) THE VALUE OF THE PROPERTY;
<br />(II) THE INCOME BEING, OR THAT MAY BE DERIVED FROM THE PROPERTY;
<br />(III) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND
<br />USES WHICH PURCHASER MAY CONDUCT THEREON, INCLUDING, WITHOUT
<br />LIMITATION, THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE
<br />PROPERTY; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
<br />PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY
<br />(PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER’S
<br />SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY
<br />PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE
<br />PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); (V) THE MANNER,
<br />QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY
<br />INCLUDING, WITHOUT LIMITATION, ANY PATENT OR LATENT DEFECTS OR
<br />DEFICIENCIES WITH RESPECT TO THE PROPERTY; (VI) THE NATURE, QUALITY
<br />OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE
<br />WATER, SOIL AND GEOLOGY OF OR BELOW THE SURFACE OF THE PROPERTY;
<br />(VII) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
<br />ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
<br />GOVERNMENTAL AUTHORITY OR BODY INCLUDING, WITHOUT LIMITATION,
<br />THE AMERICANS WITH DISABILITIES ACT OR ANY SIMILAR STATE LAWS;
<br />(VIII) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS
<br />INCORPORATED INTO THE PROPERTY, INCLUDING ANY IMPROVEMENTS
<br />THERETO AND THE WORK (AS DEFINED IN THE SETTLEMENT AGREEMENT)
<br />PERFORMED THEREON AND/OR THERETO; (IX) COMPLIANCE WITH ANY
<br />ENVIRONMENTAL REQUIREMENTS (DEFINED BELOW), ENVIRONMENTAL
<br />PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS,
<br />ORDERS OR OTHER REQUIREMENTS; (X) THE PRESENCE OR ABSENCE OF
<br />HAZARDOUS MATERIALS (AS DEFINED BELOW) AT, ON, UNDER, OR
<br />ADJACENT TO THE PROPERTY; (XI) THE CONTENT, COMPLETENESS OR
<br />ACCURACY OF ANY OF THE DUE DILIGENCE DELIVERIES; (XII) THE
<br />CONFORMITY OF THE IMPROVEMENTS TO ANY PLANS OR SPECIFICATIONS
<br />FOR THE PROPERTY, INCLUDING ANY PLANS AND SPECIFICATIONS THAT
<br />MAY HAVE BEEN OR MAY BE PROVIDED TO PURCHASER; (XIII) THE
<br />CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE
<br />EXHIBIT 1
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