Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business.

Acceptance of Premises. Landlord represents shall make all improvements in accordance with the “Final Plans” prepared and warrants to Tenant that, to approved by the parties in accordance with Exhibit “B” (the “Landlord’s actual knowledgeWork”), based upon architectural plans and specifications and construction drawings to be prepared by Tenant’s architect and approved by Landlord pursuant to Exhibit “B”. Landlord shall (i) obtain all Building Systems within or servicing permits and approvals necessary for the Premises are in good working order completion of [***]: Certain information on this page has been omitted and repair filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Landlord’s Work, and (ii) the Base Building Improvements have been fully constructed complete Landlord’s Work in compliance with all applicable laws, ordinances and are regulations. Tenant and Landlord agree that Landlord’s Work shall be performed by Lauth Construction, LLC, which shall construct Landlord’s Work on a “cost plus” basis pursuant to which it shall be entitled to receive a fee to act as general contractor in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession an amount equal to [***] of the Premises or any part thereof for purposes total costs of constructing the Tenant Improvement Work thereinLandlord’s Work. In addition, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafterLauth Construction, Tenant LLC shall be conclusively deemed reimbursed for its costs incurred for general conditions and overhead in connection with the performance of Landlord’s Work in an amount equal to have agreed that Landlord has performed all [***] of its obligations hereunder with respect the costs of Landlord’s Work. Inasmuch as Landlord’s affiliate, Lauth Construction, LLC, will act as general contractor and will be entitled to the Premises as of the Delivery Date fees and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects reimbursements in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defectsforegoing amounts, Landlord shall have no responsibility to correctnot receive a construction management fee for the initial tenant improvements. Tenant acknowledges that it has not relied upon any statements, representations, agreements, or liability with respect towarranties made by Landlord or Landlord’s agents, except such as are expressed in this Lease. Landlord shall, at Landlord’s sole cost and expense, promptly repair, replace and/or restore, if and to the extent applicable, any latent defects in any portion Landlord’s Work in accordance with the warranty set forth in Section 6 of Exhibit “B”. In connection therewith, upon the Commencement Date, Landlord shall provide Tenant with an elevation certificate from Landlord’s Surveyor evidencing that the Building slab has been constructed at a minimum level of eighteen inches (18”) above the 100 year flood plain and if, as a result of Landlord’s failure to construct the Building slab at such elevation, the Tenant Improvements installed by a contractor of Tenantincurs any additional insurance premiums, but Landlord shall be responsible for repair of or liable for latent defects in the core all such additional insurance premiums and shell of the Building, in the Common Area related costs and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of expenses incurred by Tenant’s business.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within Within ten (10) days thereafterafter completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to accepted the Premises as of the Delivery Date in good, clean and that the Premises comply with the requirements of this Lease as of the Delivery Datecompleted condition and repair, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws laws, codes and regulations, and any easements, covenants or restrictions of record, which Landlord represents, ordinances. Any damage to its actual knowledge, do no prohibit the use of the Premises for general office usescaused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has Landlord's Agents have made any representation representations or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect warranties as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s business's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Leaseset forth herein, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, Premises or the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of either for any purpose, except as set forth in this Lease. The taking of possession or use of the Premises, Premises by Tenant for any purpose other than construction shall conclusively establish that the Premises and the Building or were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The list shall be limited to any other portion items required to be accomplished by Landlord under the Work Letter (if any) attached as Exhibit X, and shall be delivered to Landlord within thirty (30) days after the term (“Term”) of this Lease commences as provided in Article Ill below. Nothing contained in this Section shall affect the commencement of the Park Place Project Term or the obligation of Tenant to pay rent; provided, however, that in no event shall Tenant have any obligation to pay any rent until the date the Premises are ready for occupancy (as hereinafter defined in Section 3.2) and the substantial completion by Landlord of the Tenant Improvements pursuant to the terms and conditions of the Work Letter. Landlord shall diligently complete all punch list items of which it is notified as provided above. Upon the substantial completion by Landlord of the Tenant Improvements pursuant to the terms and conditions of the Work Letter attached hereto as Exhibit X and made a part hereof, Landlord hereby represents and warrants that the Premises shall be in good working order, condition and repair with all Building systems in good working order and condition such that Tenant can use the Premises for the conduct use set forth in Item 3 of Tenant’s businessthe Basic Lease Provisions.

Acceptance of Premises. Landlord represents Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and warrants to Tenant thatExhibit E, to Landlord’s actual knowledge, (i) all Building Systems within or servicing shall ----------- --------- accept the Premises are and the Project in good working order their "AS IS," "WHERE IS," and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean "WITH ALL FAULTS" condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work thereinCommencement Date without recourse to Landlord, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect subject to the Premises as terms of the Delivery Date Exhibit E attached hereto and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by hereby made a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office usespart hereof. Except --------- as otherwise expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that neither the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord nor any agent agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord has made any representation or warranty shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the Premises, common areas of the Building or any other portion and the Land as well as all structural elements of the Park Place ProjectBuilding, including without limitation, any representation or warranty with respect to provided that such costs are not the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct result of Tenant’s business's use, occupancy, manner of use or occupancy, or the negligence of Tenant.

Acceptance of Premises. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord governing the use of any portion of the Project. Further, by taking possession of the Premises, Tenant shall be deemed to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, unless Tenant indicates otherwise on a written punch-list submitted to Landlord within ninety (90) days of the delivery of possession or when work to be done by Landlord has been completed, whichever is later. If Tenant does not submit any such written punchlist to Landlord within such ninety (90 day period, then Tenant waives any right to object to any tenant improvements constructed by Landlord prior to delivery of possession of the Premises to Tenant. Tenant acknowledges that, except as otherwise expressly provided in this Paragraph 2.4 below, neither Landlord nor any of Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant’s intended use and that the Building and Premises meet all governmental requirements for such intended use. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees to deliver the Premises to Tenant with all Building systems and components in good working order and repair, including, but not limited to, the plumbing, lighting, electrical, mechanical, fire/life safety and heating, ventilation and air conditioning systems serving the Premises, and with the ceiling tiles and office doors in the Premises in good working order and repair (the “Delivery Condition”). Landlord hereby warrants the mechanical systems, including, HVAC units, serving the Premises against defects for a period of one (1) year following the Commencement Date. Such warranty shall not be applicable to any defects in or to the such mechanical systems or HVAC units to the extent caused by (i) Tenant or any of its agents, employees, contractors, subcontractors, licensees, invitees, customers, vendors, sublessees or other representatives, (ii) any alterations, additions or improvements constructed or installed in, on or about the Premises by or on behalf of Tenant, (iii) any misuse of any of the mechanical systems or HVAC units serving the Premises by, or negligence or willful misconduct of, Tenant or any of its agents, employees, contractors, subcontractors, licensees, customers, vendors, sublessees or other representative or (iv) any breach by Tenant of this Lease. If any non-compliance with such warranty set forth in this paragraph exists as of the Commencement Date or within the one (1) year period referred to in this paragraph above, then, as Tenant’s sole remedy for such non-compliance, Landlord shall, promptly after receipt of written notice from Tenant setting forth the nature of such non-compliance, and notwithstanding anything to the contrary set forth in Paragraph 10.2 below, cure or remedy the same at Landlord’s sole cost. If Tenant does not give Landlord written notice of such non-compliance with this warranty within the one (1)-year period referred to above, then such warranty shall be deemed to have expired and shall be of no further force or effect. Notwithstanding anything herein to the contrary, Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, Landlord has not received any written notice from any governmental agency that the Building, or any portion thereof, is in violation of any of the provisions and requirements of the Americans with Disabilities Act of 1990, as amended (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair“ADA”). Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, (and except for such matters as Tenant shall specify to Landlord in writing within ten (10not Tenant) days thereafter, Tenant shall be conclusively deemed responsible, at no cost to have agreed Tenant, for remedying or curing any violations of building codes, laws, ordinances, or other governmental requirements (including, without limitation, the ADA) that Landlord has performed all of its obligations hereunder with respect to the Premises (x) exist as of the Delivery Commencement Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, or any part thereof, and/or (y) that are triggered within the Building or any other portion (but outside of the Park Place ProjectPremises) by demolition or construction or installation of any of the improvements shown on the demolition floor plan and/or floor plan attached hereto as Exhibit C that are contemplated to be constructed or installed by Tenant in the Premises as part of Tenant’s initial leasehold improvements (the “Code Compliance Improvements”); provided, including without limitationhowever, Landlord shall not be obligated to commence remedying or curing any representation such violations of building codes, laws, ordinances, or warranty other governmental requirements existing as of the Commencement Date with respect to the suitability Premises unless and until the governmental agency having jurisdiction over such matter requires such violation(s) be cured or fitness remedied by Landlord (or Tenant) or unless Tenant cannot physically occupy the Premises until such violation(s) are cured or remedied. Landlord’s obligation to cure violations existing as of the Commencement Date or that are triggered by Tenant’s construction or installation of any of the Code Compliance Improvements shall not be applicable to violations that arise or are triggered by (i) any alterations, additions or improvements (other than the Code Compliance Improvements) undertaken, or caused to be undertaken by Tenant, (ii) Tenant’s application(s) for any permits (including, without limitation, building permits), licenses or approvals from any governmental or quasi-governmental authority (except for any applications for permits, licenses or approvals for the construction of the Code Compliance Improvements), or (iii) Tenant’s use of the Premises, but notwithstanding the foregoing Landlord shall be obligated for the Building’s compliance with the provisions and requirement of the ADA to the extent such compliance pertains to a violation of ADA existing as of the Commencement Date of this Lease or is triggered within the Building or any other portion (but outside of the Park Place Project for Premises) by the conduct construction or installation of Tenant’s businessany Code Compliance Improvements.

Acceptance of Premises. (a) Subject to Landlord's Construction Warranty (as defined below), Tenant acknowledges and agrees the Premises will be delivered in, and Tenant shall accept the Premises on the Delivery Date in, its "as- is" condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord represents shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall disburse the Tenant Improvement Allowance in accordance with the terms of the Tenant Work Letter, and warrants shall cure any violation of Legal Requirements in any portion of the Base Building Improvements to the extent such violation prevents the issuance of any permits required to be obtained by Tenant in connection with the construction of the Tenant Improvements (provided in no event shall the absence of Building systems as part of the Base Building Improvements be considered a violation of Legal Requirements for purposes of this paragraph and further provided that in no event shall Landlord be required to make changes or modifications to the Base Building Improvements to comply with Legal Requirements to the extent such compliance or non-compliance is triggered by the type or layout of any Tenant Improvements, Tenant-Made Alterations, Bloom Boxes, Generators, utilities or other improvements performed by or on behalf of Tenant, or any particular use of the Premises by Tenant [as opposed to Legal Requirements applicable generally to office/industrial/warehouse buildings in the market area] or the installation of any furniture, fixtures or equipment by Tenant, Tenant hereby acknowledging that all Legal Requirements triggered by the same are Tenant's sole responsibility). Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Tenant acknowledges and agrees that by taking possession of the Premises it shall be conclusive evidence that, subject to Landlord’s actual knowledge, 's Construction Warranty: (i) all Building Systems within or servicing Tenant has inspected and accepted the Premises are in good working order and repair and an "As-Is, Where-Is" condition, (ii) the Base Building Improvements have been fully constructed are suitable for the purpose for which the Premises are leased and are in good condition and repair. Landlord shall ensure that has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any particular purpose of the Premises, (iii) the Premises are in a broom-clean good and satisfactory condition at the time Tenant takes possession thereof, (iv) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord except as otherwise expressly set forth in this Lease, and (v) there are no representations or warranties except as expressly set forth in this Lease, or implied or statutory warranties that extend beyond the description of the Premises. Except as provided in Paragraph 10 of this Lease and Paragraph 2(c) below, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Subject to Landlord’s Construction Warranty, the Delivery Date. By entering into taking of possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed conclusive evidence that Landlord has performed all of its obligations hereunder with respect to Tenant accepts the Premises as of the Delivery Date and that the Premises comply with were in the requirements of this Lease as of required condition at the Delivery Date, time possession was taken except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no items that are Landlord's responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessunder Paragraph 10.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the suitability Premises as set forth in Item 3 of the Basic Lease Provisions, or fitness (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or any other portion the Project. Nothing contained in this Section shall affect the commencement of the Park Place Project for Term or the conduct obligation of Tenant’s businessTenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents And Covenants To Surrender: Lessee accepts the Premises in an "AS IS" condition and warrants "AS IS" state of repair, subject to Tenant that, to Landlord’s actual knowledge, Lessor's (ia) all Building Systems within or servicing representation that the Premises are in good working order and repair repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Commencement Date; and (ii) b)warranty against defects in materials or workmanship which shall continue as to all claims arising within one year after the Base Building Improvements Commencement Date for each of Phase I and Phase II. Lessee shall have been fully constructed the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises to Lessor in Good Condition and are in good condition Repair. "Good Condition and repair. Landlord Repair" shall ensure generally mean that the Premises are in a broom-clean the condition on the Delivery Date. By entering into possession of that one would expect the Premises or any part thereof for purposes of constructing to be in, if throughout the Tenant Improvement Work therein, Lease Term Lessee (i) uses and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to maintains the Premises as of the Delivery Date in a commercially reasonable manner and that the Premises comply in an accordance with the requirements of this Lease as and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and improvements that a commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in a new condition. All of the Delivery Datefollowing shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, except for latent defects (ii) all suspended ceilings and any carpeting shall be clean and in good condition, (iii) all glazing, windows, doors and door closures, plate glass, and (iv) all electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the core and shell end of the Building Lease Term or the Building Systems sooner termination of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to shall remove all its personal property and trade fixtures from the Premises, and all such property not so removed shall be deemed to be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Building or any other portion Premises are not surrendered at the end of the Park Place ProjectLease Term or earlier termination of this Lease, including Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any representation claims made by any succeeding Lessee founded on such delay. Lessor will provide Lessee notice in writing if Lessor has a new lease for Premises or warranty with respect to the suitability portion thereof that will result in damages or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessclaims against Lessor.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (ia) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided set forth in this LeaseSublease, Tenant acknowledges Sublandlord shall deliver the Sublease Premises to Subtenant in its “As-Is” condition (i) free and clear of all other tenants and occupants, (ii) in broom-clean condition, with all installations, improvements and furniture existing as of the date hereof (the “Existing Furniture”); provided, however, that neither Landlord nor any agent Existing Furniture removed from the Sublease Premises by Subtenant shall be returned to Sublandlord, unless Sublandlord agrees to waive such obligation and provides a xxxx of Landlord has made any sale transferring title to such Existing Furniture to Subtenant, (iii) with all HVAC systems (including the Existing Supplemental HVAC Unit (as defined below)) and Building plumbing, electrical and mechanical systems serving the Sublease Premises operating in good, working condition, (iv) in a structurally sound and weather-tight condition; (v) with Sublandlord’s Work (as hereinafter defined) Substantially Complete in accordance with the terms of this Sublease; provided, however, that Sublandlord may elect, in its sole discretion, to complete all or a portion of Sublandlord’s Work within sixty (60) days following the Sublease Commencement Date; and (vi) otherwise in the condition required by the provisions of this Sublease (collectively, the “Delivery Condition”) as of the Sublease Commencement Date (the “Delivery Date”), without representation or warranty with respect warranty, oral or written, express, implied, statutory or otherwise, on the part of Sublandlord or its agents and representatives other than as expressly set forth herein. If Sublandlord is unable to deliver possession of the Sublease Premises in the Delivery Condition on the Sublease Commencement Date, Sublandlord shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable, but, rather the Sublease Commencement Date shall be the date that vacant possession of the Sublease Premises in the Delivery Condition is so tendered to Subtenant, subject to the Premises, the Building or any other portion extension of the Park Place Project, including without limitation, any representation or warranty with respect Rent Commencement Date (as hereinafter defined) pursuant to the suitability or fitness terms of the Premises, the Building or any other portion Section 2.2(d) of the Park Place Project for the conduct of Tenant’s businessthis Sublease.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing acknowledges that Tenant has ---------------------- inspected the Premises are in good working order and repair is relying solely on this inspection and (ii) not on any statement made by Landlord or any agent of Landlord regarding the Base Building Improvements have been fully constructed and are in good physical condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Building. Tenant Improvement Work therein, and except for such matters accepts the Premises "as Tenant shall specify to Landlord is," in writing within ten (10) days thereafter, its present condition. Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to accepted the Premises as of the Delivery Date in good, clean and that the Premises comply with the requirements of this Lease as of the Delivery Datecompleted condition and repair, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws laws, codes and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office usesordinances. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has Landlord's Agents have made any representation representations or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect warranties as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s business.'s business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any improvements to the Premises except as expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall promptly arrange for the reconnection of the existing telecommunication circuits used by Tenant currently located at 000 Xxxxxxxx to the minimum point of entry ("MPOE") in the premises adjacent to the Premises and commonly known as 000 Xxxxxxxx (the "585 Broadway Premises") and pay for the associated vendor costs of such reconnection. Landlord shall pay the cost to install 100 pair of copper lines from the MPOE located in the electrical closet within the 000 Xxxxxxxx Premises to the network room within the Premises (as depicted on Exhibit A). --------- Until such reconnection is accomplished, Landlord shall use reasonable efforts to maintain the availability of the existing telecommunications circuits and lines. Tenant shall in all cases be responsible for all telephone and other data services provided to the Premises by way of such lines pursuant to Paragraph 16. ------------

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within Within ten (10) days thereafterafter completion of ---------------------- the Tenant Improvements with respect to the First Half Space or with respect to the Second Half Space, as the case may be, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be conclusively deemed to have agreed that Landlord has performed accepted the Premises in good, clean and completed condition and repair, subject to all of its obligations hereunder with respect applicable laws, codes and ordinances. Any damage to the Premises as of the Delivery Date caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and that the Premises comply with the requirements of this Lease as of the Delivery Dateexpense, except which repair or corrective work shall not be paid for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion out of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building SystemsAllowance. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has Landlord's Agents have made any representation representations or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect warranties as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s business's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection or as soon as practicable thereafter. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or regarding any other land use matter, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty with respect warranties regarding any construction of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the suitability Premises except as expressly provided in this Lease and/or the Work Letter, attached hereto as Exhibit X (the "Work Letter"), and the Project, attached hereto as Exhibit Y. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or fitness incomplete portions of the Tenant Requested Improvements constructed by Landlord which Tenant and the Landlord mutually agreed (as defined by the Work Letter and the Project). If no additional items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or any other portion the Project. Nothing contained in this Section shall affect the commencement of the Park Place Project for Term or the conduct obligation of Tenant’s businessTenant to pay rent.

Acceptance of Premises. Subject to the warranty of Landlord represents and warrants to Tenant thatset forth in Section 9 of this Lease, to LandlordTenant’s actual knowledge, (i) all Building Systems within or servicing taking possession of the Premises shall constitute Tenant’s acknowledgment that the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repairthat the Tenant Improvements are constructed in accordance with the Work Letter Agreement, and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises. Notwithstanding the foregoing, within sixty (60) days after Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord shall complete or correct in order for the Premises to be reasonably acceptable. Landlord shall ensure complete and/or correct the Punch List Items using its good faith efforts and due diligence; provided, however, that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work thereinwith respect to those Punch List Items that Landlord reasonably contends do not require completion and/or correction, Landlord and except for such matters as Tenant shall specify negotiate in good faith for a resolution of such Punch List Items. If Tenant does not deliver the Punch List Items to Landlord in writing within ten said sixty (1060) days thereafterdays, Tenant shall be conclusively deemed to have agreed that accepted the condition of the Premises. No promise of Landlord has performed all of its obligations hereunder with respect to alter, remodel, repair or improve the Premises or the Building and no representation, express or implied, respecting any matter or thing related to the Premises as of or the Delivery Date and that the Premises comply with the requirements of Building or this Lease as of (including, without limitation, the Delivery Date, except for latent defects in the core and shell condition of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect Premises) have been made to such latent defectsTenant by Landlord, Landlord shall have no responsibility to correctits agents or employees, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects other than as set forth in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants Work Letter Agreement or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business.

Acceptance of Premises. Must-Take Space, Machine Shop Space and First Offer Space. Except as expressly set forth in this Lease (including Section 8.4 below), Landlord represents shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Building, the Initial Premises, the Must-Take Spaces, the Machine Shop Space, if leased by Tenant pursuant to Section 1.5 below, or any First Offer Space leased by Tenant pursuant to Section 1.6 below, and warrants Tenant shall accept the Building, the Initial Premises, the Must-Take Space, the Machine Shop Space and any such First Offer Space so leased by Tenant in their "As Is" condition on the applicable Lease Commencement Date, Must-Take Delivery Date, the Machine Shop Delivery Date, and the date of Landlord's delivery to Tenant thatof the applicable First Offer Space so leased by Tenant, to Landlord’s actual knowledgeas the case may be; provided, however: (i) all in the event that as of the date of execution of this Lease with respect to the Initial Premises, or as of the Must-Take Delivery Date with respect to the Must-Take Space, or as of the Machine Shop Delivery Date with respect to the Machine Shop Space, or as of date of Landlord's delivery to Tenant of such applicable First Offer Space, as the case may be, (A) the Systems and Equipment of the Building Systems within located outside of the Initial Premises, the Must-Take Space, Machine Shop Space, or servicing such applicable First Offer Space, as the Premises are case may be, or (B) the structural components of the Building and the common areas of the Building (including the lobby and restrooms on the ground floor of the Building) or Real Property located outside of the Initial Premises, the Must-Take Space, the Machine Shop Space or such applicable First Offer Space, as the case may be, each in good working order and repair their condition existing as of such applicable date, do not comply with applicable Laws (including Environmental Laws, as defined in Section 5.2 below) in effect as of such date, as such noncompliance shall be determined on an unoccupied basis without regard to any improvements to be constructed in the Initial Premises, the Must-Take Space, the Machine Shop Space, or such applicable First Offer Space, as the case may be, or to Tenant's use of the Initial Premises, the Must-Take Space, the Machine Shop Space or such applicable First Offer Space, as the case may be, then Landlord shall be responsible, at its sole cost, which cost shall not be included in Direct Expenses, for correcting any such noncompliance; and (ii) prior to the Base Building Improvements have been fully constructed and are in good condition and repairLease Commencement Date, Landlord shall, at its cost, perform certain work pertaining to the existing HVAC equipment serving the Building, as set forth on EXHIBIT H attached hereto (collectively, the "LANDLORD'S HVAC WORK"). Landlord shall ensure that the Premises are in perform Landlord's HVAC Work pursuant to a broom-clean condition on the Delivery Dateschedule mutually approved by Landlord and Tenant. By entering into possession Tenant hereby acknowledges that, notwithstanding Tenant's occupancy of the Premises or any part thereof for purposes during the performance of constructing the Tenant Improvement Work thereinLandlord's HVAC Work, and except for such matters as Tenant shall specify to in connection therewith: (A) Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed permitted to have agreed that Landlord has performed perform the Landlord's HVAC Work during normal business hours, without any obligation to pay overtime or other premiums; (B) Tenant hereby accepts any and all of its obligations hereunder inconveniences associated with respect to the Premises as performance of the Delivery Date and that Landlord's HVAC Work which may occur during Tenant's occupancy including, without limitation, dust, noise, etc; (C) the Premises comply with the requirements of this Lease as performance of the Delivery Date, except for latent defects Landlord's HVAC Work shall in the core and shell no way constitute a constructive eviction of the Building or the Building Systems Tenant nor entitle Tenant to any abatement of which Landlord is notified during the Lease Term. With respect Base Rent payable pursuant to such latent defects, this Lease; (D) Landlord shall have no responsibility or for any reason be liable to correct, Tenant for any direct or liability indirect injury to or interference with respect to, any latent defects in any portion Tenant's business arising from the construction of the Landlord's HVAC Work; and (E) Tenant Improvements installed by a contractor shall not be entitled to any compensation or damages from Landlord for loss of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the construction of the Landlord's HVAC Work, or for general office uses. Except as otherwise expressly provided in any inconvenience or annoyance occasioned thereby, except for any injury to persons or damage to property (but not loss of business or other consequential damages) to the extent caused by Landlord's negligence or willful misconduct and not insured or required to be insured by Tenant under this Lease; provided, Tenant acknowledges that neither Landlord nor any agent shall use commercially reasonable efforts to minimize interference with Tenant's use of Landlord has made any representation or warranty with respect and access to the Premises, the Building or any other portion Premises as a result of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessLandlord's HVAC Work.

Acceptance of Premises. Except as expressly set forth in Paragraphs 11(b) and 11(b) below, Landlord represents and warrants shall deliver possession of the Premises to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broomits as-clean is condition on the Delivery Date and Landlord shall have no obligation to improve, remodel or otherwise alter the Premises prior to or during the Term. Subject to the previous sentence, Tenant hereby accepts the Premises as suitable for Tenant's intended use and as being in good and sanitary operating order, condition and repair, as is, and without representation or warranty by Landlord as to the condition, use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Landlord shall cause the Systems located within or serving the Premises to be in good working order, condition and repair as of the Commencement Date. By entering into possession of Any claims by Tenant under the Premises or any part thereof for purposes of constructing preceding sentence shall be made in writing not later than the ninetieth (90th) day after the Commencement Date. In the event Tenant Improvement Work therein, and except for such matters as Tenant shall specify fails to deliver a written claim to Landlord in writing within ten on or before such ninetieth (1090th) days thereafterday, Tenant then Landlord shall be conclusively deemed to have agreed that Landlord has performed all of satisfied its obligations hereunder under this Paragraph 11(b). In conjunction with respect the Initial Alterations, Landlord shall make certain improvements, as discussed with Tenant, to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell exterior of the Building or and to the landscaping and paving at the Building Systems of which Landlord is notified during (collectively, "Landlord's Work"), as generally described in and contemplated under the Lease Term. With respect to such latent defectsbudgetary cost proposal prepared by XxXxxxxx Construction, Inc., dated October 11, 2001 attached hereto as Exhibit E. Landlord shall have no responsibility to correctpay the costs for performing Landlord's Work; provided, or liability with respect tohowever, any latent defects in any portion that the sum of the Tenant Improvements installed costs incurred by a contractor Landlord pursuant to this Paragraph 11(c) shall not exceed One Hundred Twelve Thousand Eight Hundred Seventy Dollars ($112,870.00). Any costs for Landlord's Work in excess of Tenant, but One Hundred Twelve Thousand Eight Hundred Seventy Dollars ($112,870.00) shall be responsible for repair of or liable for latent defects in debited against the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Initial Alterations Allowance for the conduct of Tenant’s businessInitial Alterations.

Acceptance of Premises. Landlord represents It is expressly understood by the parties ----------------------- that "Ready for Occupancy" does not include the installation and warrants completion of a telephone system in the Premises, which shall be solely Tenant's responsibility. Promptly following the delivery of said Landlord's certificate to Tenant thatby Landlord, Tenant shall countersign and return to Landlord’s actual knowledgeLandlord an "Acceptance and Statement of Premises, (i) all Building Systems within or servicing Area and Term" which will be sent by Landlord to Tenant, and which will be in the Premises are in good working order form of a letter attached hereto as Exhibit "C", Tenant's signature of said letter shall be Tenant's agreement of the Commencement Date and repair termination date of this Lease and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession Tenant's acceptance of the Premises or any part thereof for purposes in its "as is" condition ("punch list items" excepted), Tenant thereby agreeing that Landlord has fulfilled its obligations pursuant to Exhibit "C" of constructing this Lease. The failure by Tenant to sign and return the Tenant Improvement Work therein"Acceptance and Statement of Premises, Area and except for such matters as Tenant shall specify Term (the "Statement")" to Landlord in writing within ten (10) days thereafter, Tenant of Tenant's receipt of same shall be conclusively deemed to have agreed that Landlord has performed all constitute (i) Tenant's acceptance of its obligations hereunder with respect to the Premises; (ii) Tenant's acknowledgment of the Commencement Date as specified in the Statement; (iii) Tenant's acknowledgment of the termination date as specified in the Statement; (iv) Tenant's acknowledgment of the Rentable Area of the Premises as specified in the Statement; (v) Tenant's acknowledgment of the Delivery Date Basic Annual Rent and that the Premises comply with the requirements of this Lease monthly installments thereof as of the Delivery Date, except for latent defects specified in the core Statement; and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of (vi) Tenant, but shall be responsible for repair of or liable for latent defects 's Proportionate Share as specified in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessStatement.

Acceptance of Premises. Tenant accepts the Premises, the Common Areas and Project in their “as-is, where-is” condition, provided Landlord represents shall upgrade the lighting in the restrooms using Building standard materials. Tenant hereby agrees and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing that it has investigated and inspected the condition of the Premises are in good working order and repair the suitability of same for Tenant’s purposes, and (ii) Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems suitability of which Landlord is notified during the Lease Termsame for Tenant’s purposes. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, Premises or the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project either for the conduct of Tenant’s businessbusiness and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition except as to latent defects and subject to problems or conditions of which Tenant gives Landlord notice within thirty (30) days after the Commencement Date. Within thirty (30) days following the Commencement Date, Tenant shall complete, execute and return to Landlord a Statement of Commencement Date in the form of Exhibit “B” hereto. Acceptance of the Premises by Tenant in no way relieves Landlord its responsibilities to maintain and repair Systems, Equipment and the Common Area, as specified in Section 5.2 of this Lease.

Acceptance of Premises. Landlord represents By taking occupancy, Tenant shall be deemed to have accepted the Premises as being in good and warrants sanitary order, condition and repair and takes possession of the Premises, subject to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order applicable laws, covenants, conditions, restrictions, easements and repair other matters of public record and (ii) the Base Building Improvements have been fully constructed rules and are in good condition and repair. regulations as may be from time to time promulgated by Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit governing the use of the Premises for general office usesPremises, subject to the consent of Tenant, which consent shall not be unreasonably withheld, and further, to have accepted as functional all improvements. Except as otherwise expressly provided in this Lease, Tenant acknowledges that it has conducted or had the opportunity to conduct all investigations, tests and studies concerning the Premises and the Parking Area that Tenant deems appropriate and material to its decision to Lease the Premises. In regard to Hazardous Materials, Landlord shall be responsible for, and bear any clean-up costs related to, problems affecting the Premises that are attributable to occurrences taking place before the Commencement Date of the term of the Lease, and Tenant shall be responsible for, and bear any costs or damages related to, any problems affecting the Premises that Tenant causes during the term of the Lease. Tenant acknowledges that (i) neither Landlord nor any agent of Landlord has Landlord's agents have made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s 's business, the condition of the Premises (except as otherwise provided in Section 2.2), or the use or occupancy which may be made thereof and (ii) Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use as set forth in Section 1.9 above. It has been orally represented to Tenant that certain manufacturing areas may have a "moisture" problem with the floor, and Tenant enters this Lease with a full and complete knowledge of this condition, and assumes full responsibility for any damage to its business or operations related to this condition, provided, however, that (i) Landlord shall repair any damage that this condition has caused or may cause to the Premises, and (ii) Tenant shall not bear any responsibility or costs associated with repairing any damage to the Premises (flooring) occurring after the Commencement Date related to the "moisture" problem unless Tenant desires to repair same in Tenant's sole discretion.

Acceptance of Premises. Section 3 of the Lease is deleted and restated ---------------------- as follows: "Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on Property is zoned BC (Business Campus District). Tenant has been given the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work thereinopportunity to examine Township's Zoning Code, and except for has satisfied itself that such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit Code will permit the use of the Property for the conducting of Tenant's business thereon. Tenant's acceptance of occupancy of the Premises shall, subject to such obligations as are assumed by Landlord hereunder, and subject to Landlord's warranty obligations as hereinafter described, constitute Tenant's acceptance of the work which Landlord is required to perform pursuant to subsection 30(c), and any schedule or exhibit in this lease, excepting only items listed on the Punch List (as hereinafter defined). Tenant and its agents shall have the right, at Tenant's own risk, expense, and responsibility, at all reasonable times prior to the Commencement Date, upon reasonable prior notice to Landlord, to enter the Premises for general office usesthe purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord and Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation At or warranty with respect immediately prior to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness time Tenant takes occupancy of the Premises, the Building or any other portion a representative of Landlord and a representative of Tenant will perform a walk-through inspection of the Park Place Project for the conduct Premises and will prepare a punch list, if one is required, of any items remaining to be completed, furnished, repaired, or replaced ("Punch List"). Such Punch List will be signed by a representative of Landlord and a representative of Tenant’s business. Landlord agrees to cause all items listed on the Punch List to be performed within thirty (30) days or such longer period as shall be reasonably required in order to complete such items with reasonable diligence."

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion the Project (except as expressly provided in this Lease). Not by way of limitation of the Park Place Projectforegoing, including without limitation, any no representation or warranty has been made with respect to the suitability or fitness for any purposes of the Premises, the Building or any other portion of the Park Place Project for Project, nor regarding the conduct compliance of Tenant’s businessuse of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (A) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1), and (B) Landlord’s obligations expressly contained in Section 2.4 of this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents And Covenants To Surrender: Lessee accepts the Premises in an "AS IS" condition and warrants "AS IS" state of repair, subject to Tenant that, to Landlord’s actual knowledge, Lessor's (ia) all Building Systems within or servicing representation that the Premises are in good working order and repair repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Commencement Date; and (ii) b)warranty against defects in materials or workmanship which shall continue as to all claims arising within one year after the Base Building Improvements Commencement Date for each of Phase I and Phase II. Lessee shall have been fully constructed the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises to Lessor in Good Condition and are in good condition Repair. "Good Condition and repair. Landlord Repair" shall ensure generally mean that the Premises are in a broom-clean the condition on the Delivery Date. By entering into possession of that one would expect the Premises or any part thereof for purposes of constructing to be in, if throughout the Tenant Improvement Work therein, Lease Term Lessee (i) uses and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to maintains the Premises as of the Delivery Date in a commercially reasonable manner and that the Premises comply in an accordance with the requirements of this Lease as and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and improvements that a commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in a new condition. All of the Delivery Datefollowing shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, except for latent defects (ii) all suspended ceilings and any carpeting shall be clean and in good condition, (iii) all glazing, windows, doors and door closures, plate glass, and (iv) all electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the core and shell end of the Building Lease Term or the Building Systems sooner termination of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to shall remove all its personal property and trade fixtures from the Premises, and all such property not so removed shall be deemed to be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Building or any other portion Premises are not surrendered at the end of the Park Place ProjectLease Term or earlier termination of this Lease, including Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any representation claims made by any succeeding Lessee founded on such delay. Lessor will provide Lessee notice in writing if Lessor has a new lease for The Premises or warranty with respect to the suitability portion thereof that will result in damages or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessclaims against Lessor.

Acceptance of Premises. Tenant hereby acknowledges that except as expressly set forth in this Lease: (a) Tenant has had the opportunity to inspect the Premises and accepts the Premises in its “AS IS, WHERE IS” condition; (b) the Premises is acceptable for Tenant’s intended Permitted Use; (c) neither Landlord, Landlord’s Broker, nor any of Landlord’s agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease; and (d) TENANT EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. Landlord represents represents, warrants, and warrants covenants to Tenant that, that to Landlord’s actual knowledgeknowledge as of the Commencement Date: (a) the roof and slab on the Building are in good working order; (b) the electrical, (i) all lighting, heating, plumbing and plumbing fixtures, and any air conditioning systems in the Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repaircondition. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work thereinwarrants that, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Effective Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual Landlord’s knowledge, do no prohibit the use it has not received any notice of the Premises for general office uses. Except as otherwise expressly provided in this Leasenon-compliance with any governmental statutes, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect laws, ordinances, orders, decrees, decisions, rules and regulations applicable to the Premisespurpose, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness use and occupancy of the Premises. Notwithstanding the forgoing warrant, Landlord has received a building permit violation notice from the Building or any other portion City of Boise, and a fire protection system testing past-due notice from Boise Fire Department related to the two small “lean-to” sheds constructed and located on the Premises. Both matters remain outstanding. The Landlord is presently working with the City of Boise and Boise Fire Department regarding resolutions of the Park Place Project for building permit and fire suppression matters related to the conduct of Tenant’s businesstwo small “lean-to” sheds constructed and located on the Premises.

Acceptance of Premises. Landlord represents and warrants shall notice Tenant in writing at least thirty (30) days prior to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the date the Premises are in good working order and repair and (ii) expected to be Ready for Occupancy so that Tenant may schedule its move to the Base Building Improvements have been fully constructed and are in good condition and repairPremises. Landlord shall ensure that Within the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within first ten (10) days thereafterafter Landlord's notice, Landlord shall furnish Tenant with a punchlist of items to be completed by Landlord ("Punchlist Items") and a schedule for their completion, and shall make the Premises available for inspection. Tenant shall comment in writing upon the Punchlist Items and the schedule within five (5) days following Landlord's submission, and in the absence of such commentary within said five-day period Tenant shall be conclusively deemed to have agreed concurred with the Punchlist Items and schedule as submitted by Landlord. Landlord and Tenant shall cooperate in good faith to resolve any disagreements between them regarding the Punchlist Items and the schedule. Occupancy of the Premises by Tenant for the purpose of commencing operation of its business shall be deemed to constitute acceptance of the Premises and acknowledgement by Tenant that Landlord has performed all fully complied with its obligations hereunder to construct and deliver the Premises to Tenant, except the Punchlist Items, which shall be completed by Landlord in accordance with the approved schedule. Landlord, its agents, employees and contractors shall have the right to enter the Premises before or after normal business hours, as set forth in Section 11, to complete or repair any such Punchlist Items and such entry for such purpose shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent or relieve Tenant of any of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in under this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business.

Acceptance of Premises. Landlord represents and warrants to Tenant Except as otherwise provided in this Lease, Tenant’s taking possession of the Premises shall constitute Tenant’s acknowledgment that, to LandlordTenant’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises Tenant Improvements are constructed in a broom-clean accordance with the Lease Improvement Agreement, and that Tenant agrees to accept the same in its condition on existing as of the Delivery Date. By entering into date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises or any part thereof for purposes of constructing Premises. Notwithstanding the Tenant Improvement Work thereinforegoing, and except for such matters as Tenant shall specify to Landlord in writing within ten fifteen (1015) days thereafterfollowing the Commencement Date, Tenant shall be conclusively deemed deliver to have agreed Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord has performed all complete or correct in order for the Premises to be reasonably acceptable (which shall not include any items damaged by Tenant, its agents, employees, contractors and/or subcontractors). Within thirty (30) days following Landlord’s receipt of the Punch List Items, to the extent commercially possible, Landlord shall complete and/or correct such items set forth on the Punch List Items using its obligations hereunder with respect good faith efforts and due diligence. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no representation, express or implied, respecting any matter or thing related to the Premises as or Building or this Lease (including, without limitation, the condition of the Delivery Date Building or Premises) have been made to Tenant by Landlord, its agents or employees, other than as set forth in the Lease Improvement Agreement and that the Premises comply with the requirements as otherwise provided in this Lease. Nothing in this Section 2 shall, however, relieve Landlord of this Lease as of the Delivery Date, except for its obligation to correct any latent defects in the core and shell of the Premises, Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correctProject, or liability to construct the Premises in compliance with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businesslaws.

Acceptance of Premises. Except as may otherwise be expressly provided in a Construction Addendum attached hereto (if any), Tenant shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing as of the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. date Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into tenders possession of the Premises or any part thereof for purposes of constructing to Tenant, the Tenant Improvement Work therein, and except for such matters as Tenant base building shell shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with all applicable Legal Requirements (as hereinafter defined) specific to base building shells, including the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability American with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of TenantDisabilities Act, but shall be responsible for repair of or liable for latent defects in the core specifically excluding zoning ordinances and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject other Legal Requirements specific to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the Tenant’s use of the Premises; provided, however that if the base building shell is not in compliance with such Legal Requirements and Tenant cannot commence construction of Tenant Improvements (as defined in Exhibit C) because of such lack of compliance caused by Landlord, then Landlord shall use commercially reasonable efforts to being the base building shell into such compliance within thirty (30) days of delivery of possession of the Premises for general office usesto Tenant. Except as otherwise expressly provided in this LeaseFor the purposes of the foregoing, Tenant acknowledges that neither Landlord nor if the lack of compliance is the result of Landlord’s failure to obtain any agent certificate from a governmental authority, then the issuance of the appropriate certificate by the applicable governmental authority following the base building final inspection shall satisfy the foregoing requirements. Landlord has made any no representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes TENANT ACKNOWLEDGES THAT SUBJECT TO THE TERMS OF THIS LEASE (a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in this Section 2 and Sections 10 and 11 (d), in no event shall Landlord have any obligation for any defects if the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under this Section 2 and Sections 10 and 11 (d), and any punchlist items agreed to in writing by Landlord and Tenant.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the suitability Premises as set forth in Item 3 of the Basic Lease Provisions, or fitness (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Early Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Early Occupancy Date (as defined in Section 3.1) for apparent defects and ninety (90) days after the Early Occupancy Date for latent defects. If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or any other portion the Project. Nothing contained in this Section shall affect the commencement of the Park Place Project for Term or the conduct obligation of Tenant’s businessTenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder advised Tenant to satisfy itself with respect to the Premises as condition of the Delivery Date Premises including, but not limited to, the electrical and that fire sprinkler systems, security, environmental aspects, and compliance with the Americans with Disabilities Act ("ADA") and the Applicable Laws and the present and future suitability of the Premises for Tenant's intended use. Notwithstanding the foregoing, and subject to reimbursement as set forth in Section 4.2 below, Landlord will be responsible for compliance of the Common Areas of the Building with Applicable Laws; provided, however, Landlord shall have no obligation for non-compliance if such non-compliance is a result of Tenant's Permitted Use or occupancy of the Premises. The Landlord's Work (as the term is used in Exhibit C hereto), without any interior finish work will comply with the requirements of this Lease the ADA required for a commercial facility with no day care facility and excluding noncompliance due to inconsistencies with building codes or interpretations thereof. Compliance with the ADA as to the Tenant's Work shall be the sole responsibility of Tenant and Tenant's Work will comply with the requirements of the Delivery DateADA required for Tenant's Permitted Use, except for latent defects including the day care center if Tenant elects to operate one. Landlord's Work and Tenant's Work shall be completed in accordance with Exhibit C attached hereto and made a part hereof (the "Work Agreement"). Except as set forth expressly herein and in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defectsWork Agreement, Landlord shall have no responsibility obligation for completion of any improvements to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office usesand Tenant shall accept the Premises in its "AS IS" condition on the Lease Commencement Date. Except Subject to Total Delay (as otherwise expressly provided defined in this LeaseSection 3.2 hereof), Tenant acknowledges Landlord's Work will be substantially completed (excluding landscaping and parking lot striping that neither Landlord nor any agent may not be able to be performed due to time of Landlord has made any representation year or warranty with respect to weather constraints) by the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessRent Commencement Date.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within Within ten (10) days thereafterafter completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to accepted the Premises as of the Delivery Date in good, clean and that the Premises comply with the requirements of this Lease as of the Delivery Datecompleted condition and repair, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws laws, codes and regulations, and any easements, covenants or restrictions of record, which Landlord represents, ordinances. Any damage to its actual knowledge, do no prohibit the use of the Premises for general office usescaused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has Landlord's Agents have made any representation representations or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect warranties as to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project Premises for the conduct of Tenant’s business's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Landlord represents Tenant shall accept the Premises in its condition as of the Commencement Date, subject to all applicable laws, ordinances, regulations, covenants and warrants to Tenant that, restrictions and subject to Landlord’s actual knowledge's construction of the demising wall described hereunder. Except as otherwise set forth in this Lease, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in this paragraph and Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility (or for which Landlord has provided a representation or warranty) under this paragraph and/or Paragraph 10 as well, as any punchlist items agreed to in writing by Landlord and Tenant. Landlord acknowledges and covenants that as of the Commencement Date (i) all Building Systems within or servicing the Premises Building's HVAC, electrical, plumbing and other mechanical systems are in good working order and repair Landlord warrants such systems for a period of six (6) months from the Commencement Date, and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Datecompliance with applicable Legal Requirements. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defectsFurther, Landlord shall have no responsibility cooperate with Tenant in Tenant's efforts to correctsecure the Premises by Landlord providing a mutually acceptable secured divider between the Premises and the adjoining building, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but which such secured divider shall be responsible for repair of or liable for latent defects in place no later than April 14, 2003, and thereafter, Landlord shall, at Landlord's sole cost and expense, construct a demising wall to separate the core Premises from the adjoining building, which "permanent" demising wall shall be completed no later than one hundred and shell of twenty (120) days following the BuildingCommencement Date, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws Force Majeure events and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business-caused delays.

Acceptance of Premises. Landlord represents LESSOR shall proceed in good faith and warrants in a prompt and workmanlike manner in delivering the Premises in the form as described herein and making the Premises available to Tenant thatLESSEE for the construction of its build-out improvements ("Leasehold Improvements"). In order to complete its build-out prior to or simultaneous with LESSOR obtaining its Certificate of Occupancy for the Building, LESSEE intends, but shall not be obligated, to Landlord’s actual knowledge, (i) all Building Systems within or servicing use the Premises are in good working order and repair and (ii) same contractor as will be hired by LESSOR for the Base Building Improvements have been fully constructed and are in good condition and repairconstruction of the Building. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession Upon delivery of the Premises or any part thereof for purposes to LESSEE, the Premises shall consist of constructing those items as further described in Exhibit "C" attached hereto and incorporated herein by reference. Once the Tenant Improvement Work thereinPremises have been made available to LESSEE, LESSEE shall then have full and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect complete access to the Premises at all reasonable times for the construction of its build-out. Notwithstanding the foregoing, LESSEE may not commence construction of its build-out until such time as it has provided LESSOR with a final, complete set of construction plans showing all improvements within the Premises, and such plans have been approved by LESSOR in writing. Upon receipt of such construction plans, LESSOR shall promptly provide LESSEE with its approval or disapproval of the Delivery Date and that the Premises comply with the requirements of this Lease plans so as of the Delivery Date, except for latent defects not to cause any unnecessary delay in the core constriction of LESSEE'S build-out. LESSEE shall receive a build-out allowance of $20.00 per square feet ($150,000.00). LESSEE shall receive no other build-out or other allowance, reduction in rent or other credit whatsoever for the construction of its build-out. It is contemplated by LESSOR and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects LESSEE that in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use LESSEE'S operation of the Premises for general office usesas a banking facility, LESSEE may require "custom" construction items or other items not customarily included in a commercial lease space. Except as otherwise expressly provided in this LeaseLESSOR and LESSEE shall agree upon the nature and extent of such items prior to their construction, Tenant acknowledges that neither Landlord nor and the costs thereof shall either be funded separately by LESSEE, or shall be deducted from the above-referenced build-out allowance. LESSEE shall defend, indemnify and hold LESSOR harmless from and against any agent of Landlord has made any representation and all expenses, liens, claims or warranty with respect damages to the Premises, the Building either property or any other portion person which may or might arise by reason of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness construction of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessLeasehold Improvements.

Acceptance of Premises. Landlord represents Except as set forth in the Building 1 and warrants to Tenant that2 Work Letter, to Landlord’s actual knowledgethe Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building 5 Work Letter, as applicable: (i) all Tenant shall accept Building Systems within or servicing the Premises are 1 and Building 2 in good working order their condition as of delivery of Building 1 and repair and Building 2; (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord accept the Initial Building 4 Premises and the Remaining Building 4 Premises in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises their condition as of the Delivery Date and that the Premises comply with the requirements of this Lease Building 4 Commencement Date; (iii) Tenant shall accept Building 5 in its condition as of the Delivery Datedelivery of Building 5; (iv) except as otherwise provided for in this Lease, except for latent defects in the core and shell of the Building 1 and 2 Work Letter, Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects5 Work Letter, Landlord shall have no responsibility to correct, or liability with respect to, obligation for any latent defects in the Premises; and (v) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises. Tenant shall in addition be entitled to receive the benefit of all of Landlord’s construction warranties and manufacturer's equipment warranties, if any, relating to the Premises. Any access to or occupancy of any portion of the Premises by Tenant Improvements installed by a contractor before the commencement of Tenant, but the Base Term for such portion of the Premises shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws of the terms and regulationsconditions of this Lease (other than the payment of Base Rent and, except as otherwise provided for herein, Operating Expenses). Tenant has elected, concurrently with the mutual execution and any easementsdelivery of this Lease by the parties, covenants or restrictions of recordto purchase for $1.00 the furniture, fixtures and equipment described on Exhibit M located within Building 1 and Building 2 (“Landlord’s Property”), which Landlord represents, to Tenant has accepted in its actual knowledge, do no prohibit the use of the Premises for general office uses“as is” lien free condition. Except as otherwise expressly provided in this Lease, Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premisescondition of all or any portion of Landlord’s Property, the Building Premises or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to and/or the suitability or fitness of the PremisesLandlord’s Property, the Building Premises or any other portion of the Park Place Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that Landlord’s Property, the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein.

Acceptance of Premises. Landlord represents and warrants to Tenant thatExcept for Sublessor performing the Sublessor Work (as more particularly set forth in Section 18(V) below), to Landlord’s actual knowledge, (i) all Building Systems within or servicing Sublessee accepts the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good its present, “AS-IS, WHERE IS” condition and repair. Landlord shall ensure that with all faults; provided, however, subject to the terms and conditions of the Work Letter attached hereto as Exhibit C, Sublessor agrees to provide Sublessee with a Sublessee Improvement Allowance of up to $190.00 per square foot of rentable area in the Premises are in a broom-clean condition on (the Delivery Date. By entering into possession of “Sublessee Improvement Allowance”) for the Premises or any part thereof for purposes purpose of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect improvements to the Premises pursuant to the terms of Exhibit C attached hereto. By occupying the Premises, Sublessee: (a) acknowledges that Sublessee has had full opportunity to examine the Premises and is fully informed, independently of Sublessor or any employee, agent, representative, shareholder, officer or director of Sublessor, as to the character, construction and structure of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant Premises; (b) acknowledges that neither Landlord Sublessor nor any agent of Landlord Sublessor’s employees, agents, representatives, shareholders, officers or directors, has made any representation representations, warranties or warranty promises with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, limitation any representation or warranty as to fitness thereof for any purpose; (c) accepts the Premises in an “AS-IS, WHERE IS” condition and acknowledges that the Premises comply with all requirements imposed upon Sublessor under this Sublease; and (d) acknowledges and agrees that the Premises are subject to the limitations, encumbrances, and other matters described in the Primary Lease. Sublessee acknowledges that Landlord is currently performing certain Base Building Work (as defined in the Primary Lease) and that Sublessor has no liability or obligation to perform any such Base Building Work; provided, however, upon written notice from Sublessee, Sublessor shall diligently enforce any and all rights Sublessor may have under the Primary Lease with respect to the suitability Base Building Work in the Premises. In no event shall Sublessor have any liability to Sublessee in the event there are any delays on the part of Landlord to complete the Base Building Work, except to the extent such delays are due to a default by Sublessor under the Primary Lease. In no event shall Sublessee interfere with or fitness otherwise cause any delays in the completion of the Base Building Work by Landlord. Sublessee acknowledges that Sublessor is performing certain Sublessor Work, as more particularly set forth in Exhibit “F” and Sublessee shall not interfere with such Sublessor Work. Notwithstanding the foregoing to the contrary, in the event Sublessee becomes aware of any latent defect (as such term is defined in Section 10.3 of Exhibit B of the Primary Lease) with respect to the Premises, Sublessee shall notify Sublessor of such within the applicable time periods set forth in Section 10.3 of Exhibit B of the Primary Lease in order to enable Sublessor to timely notify Landlord of the same and Sublessor shall diligently enforce the provisions of such Section 10.3 for the benefit of Sublessee and the Premises. Notwithstanding the foregoing to the contrary, Sublessee shall not be required to investigate or otherwise inspect the physical condition of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing hereby accepts the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good its “AS IS” condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Fifth Extension Term and acknowledges and agrees Landlord shall have no responsibility obligation to correctconstruct any tenant improvements to the Premises or make any alterations or additions thereto, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or liability other concession to Tenant, except as set forth herein. Landlord shall provide to Tenant as a tenant improvements allowance up to Four Dollars (S4.00) per rentable square foot of the Premises (i.e., up to $57,848.00) (the “Allowance”), which shall be applied by Landlord to its construction management fee and to the following work in and to the Premises (the “Work”): (a) to steam clean the carpet in the Premises, (b) to repaint the Premises. using materials and colors approved by Landlord, and (c) such other work as may be approved by Landlord (subject to Landlord’s possible requirement of a work letter and construction drawings depending upon the nature and scope of such work), Landlord will coordinate the Work and will receive a construction management fee of five percent (5%) of the cost of the Work, which fee will be paid from the Allowance. Tenant will be solely responsible for moving, Tenant’s furniture, trade fixtures and equipment (“FF&E”) as reasonably necessary to accommodate the Work, the costs for which may be paid from the Allowance, if available. If the contractor performing the Work is responsible for moving the FF&E, the costs thereof will be paid by Landlord from the Allowance directly to the contractor. If Tenant does not engage the contractor to move its FF&E, any costs associated therewith may be paid from the Allowance, if available, within thirty (30) days of Landlord’s receipt of paid invoices or receipts. Tenant will reasonably cooperate with Landlord to accommodate performance of the Work, and Landlord will reasonably cooperate with Tenant to minimize the disruption to Tenant’s operations caused by the performance of the Work. However, Tenant will not be entitled to any abatement or reduction of Rent by reason of any interruption to Tenant’s operations caused by the performance of the Work. Tenant agrees that Landlord will not be liable in any way for any injury, loss, or damage which may occur to any of Tenant’s property placed or installations made in the Premises during the performance of the Work, the same being at Tenant’s sole risk. Tenant shall be responsible for all costs of the Work in excess of the Allowance, if any. Any unused portion of the Allowance may be applied toward the cost of FF&E for the Premises so long. as Landlord is provided with invoices detailing such costs and appropriate detail of backup satisfactory to Landlord. Landlord agrees, upon receipt of such written evidence (including paid invoices) of such costs, to reimburse Tenant for the FF&E cost up to the remaining amount of the Allowance. Any unused portion of the Allowance must be utilized by or on behalf of Tenant for the purposes set forth herein on or before March 31, 2013. If not. Landlord will be entitled to retain any remaining balance of the Allowance and Tenant will forfeit all rights with respect to, any latent defects in thereto. In no event shall any portion of the Tenant Improvements installed by a contractor of Tenant, but shall Allowance be responsible for repair used toward the payment of or liable for latent defects in as a credit or set-off against any Rent hereunder or under the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this LeaseSections 2.3 and 2.4 below, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation Project or warranty with respect to the suitability or fitness of either for any purpose, except as set forth in this Lease. Landlord shall deliver the Premises, Premises to Tenant in phases as follows: (i) the Building or any other portion of the Park Place Project Premises comprised of office space and highlighted in yellow on Schedule 1 to Exhibit X (the “Office Space”) shall be delivered one day following the mutual execution and delivery of this Lease; (ii) the portion of the Premises comprised of lab space and highlighted in blue on Schedule 1 to Exhibit X (the “Phase 1 Space”) shall be delivered when the Phase 1 Space is ready for occupancy (as hereinafter defined); and (iii) the portion of the Premises comprised of lab space and highlighted in red on Schedule 1 to Exhibit X (the “Phase 2 Space”) shall be delivered when the Phase 2 Space is ready for occupancy. The actual date the Office Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Office Space Delivery Date.” The actual date the Phase 1 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 1 Space Delivery Date.” The actual date the Phase 2 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 2 Space Delivery Date.” In no event shall Tenant have any obligation hereunder with respect to the Phase 1 Space prior to the Phase 1 Space Delivery Date or the Phase 2 Space prior to the Phase 2 Space Delivery Date. Except as provided in Sections 2.3 and 2.4 below, the taking of possession or use of any portion of the Premises by Tenant for the conduct purpose of Tenantconducting its regular business activities in the Premises shall conclusively establish that such portion of the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s businessattention on a written punch list. The punch list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within 30 days after the Commencement Date (as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that except as provided in Section 2.4 below, neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, or (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the PremisesPremises as set forth in Item 3 of the Basic Lease Provisions. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building or and Project in which Tenant has any other portion rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Park Place Building and Project for in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the conduct provisions of Tenantthis Lease, subject only to (i) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1), and (ii) Landlord’s businessobligations expressly set forth in Section 2.4 below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents and warrants (a) Subject to Tenant that, to Landlord’s actual knowledge, (iParagraph 2(b) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafterbelow, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to accept the Premises as of on the Delivery Commencement Date in its “as-is” condition, subject to all applicable laws, ordinances, regulations, covenants and that the Premises comply with the requirements of this Lease as of the Delivery Daterestrictions, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility obligation to correctperform or pay for any repair or other work therein, except that Landlord shall perform Landlord’s Work as provided in Exhibit C. Subject to the performance of Landlord’s Work, Landlord has made no representation or liability with respect to, any latent defects in any portion of warranty as to the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use suitability of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Subject to the performance of Landlord’s Work, Tenant acknowledges that (a) it has inspected and accepts the Premises in an “As-ls, Where-Is” condition, (b) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any particular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord, and (e) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Except as provided in Exhibit C and Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Except as provided in Exhibit C, the taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except Zip Recruiting/604 Arizona-ZipRecruiter Lease for items that are Landlord’s responsibility under Paragraph 10 and any punch-list items agreed to in writing by Landlord and Tenant.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basis Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises, and that Tenant’s lease of the Premises shall be on an “as is” basis, except Landlord shall construct and/or install Tenant Improvements work in the Premises (the “Tenant Improvements”) using its own contractor, pursuant to the plan attached as Exhibit A hereto. It is understood and agreed that all or a portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness Tenant Improvements may be done during Tenant’s occupancy of the Premises. In this regard, Tenant acknowledges that certain disruptions of it business operations may occur as a result of such Tenant Improvement construction/installation, and Tenant agrees that no rental abatement shall result while the Tenant Improvements are completed in the Premises. Tenant further agrees that it shall be solely responsible for relocating its office equipment and furniture in the Premises in order for the foregoing work and/or improvements to be completed in the Premises. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building or and Project in which Tenant has any other portion rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Park Place Building and Project for in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the conduct provisions of Tenant’s businessthis Lease.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any . No representation or warranty with respect to is made concerning the suitability or fitness of the Premises, the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or regarding any other portion land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Park Place Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, Tenant's lease of the Premises shall be on an "as is" basis. Landlord shall, at its sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the "Landlord's Work"). The Landlord's Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the scheduled completion dates for each component of the Landlord's Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the conduct Landlord's Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the "Early Occupancy Date" (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord's Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord's written notice(s) that the Landlord's Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord's Work designated as "complete" on the attached Schedule A), and (2) Landlord's obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord's Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the "Access Control Allowance") towards the cost to repair and/or replace the access control system in the Premises (the "Access Control Work"); and (b) Three Hundred thousand Dollars ($300,000.00) (the "Floor Surface Allowance") towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building's slab as more particularly provided in that certain proposal from Xxxxxx'x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the "Floor Surfacing Work"). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be paid within thirty (30) days of Landlord's receipt of an invoice(s) with respect to the covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the "Delivery Date") for Tenant’s business's construction of those tenant improvements (the "Tenant Improvements") in the Premises as provided in, and subject to the terms and conditions of, the Work Letter attached as Exhibit X hereto (the "Work Letter").

Acceptance of Premises. At any time during the construction of the Tenant Improvements, Tenant may reject any Work that does not conform to the Plans and Specifications. Within _____________ (______) days after Landlord represents and warrants delivers to Tenant thata list of Work items remaining to be done or corrected and notifies Tenant that the Tenant Improvements are ready for inspection by Tenant's Representative pursuant to Article 8 of the Lease, Tenant shall deliver to LandlordLandlord a list of items that Tenant shall have reasonably determined that Landlord must complete or correct prior to Tenant's acceptance of possession in order for the Work to conform to the Plans and Specifications and to attain Substantial Completion and be ready for Tenant’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repairoccupancy. Landlord shall ensure that immediately commence to complete or correct the Premises items listed by Xxxxxx, except those it contends are in not reasonably justified. If Tenant fails to deliver such a broom-clean condition on list within the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten _____________ (10______) days thereafterday period, Tenant shall be conclusively deemed to have agreed that accepted the Premises subject to completion of the corrections on Landlord's list of corrections and, other than as provided for in Article 8 of the Lease, to have approved the construction. Failure of Landlord has performed all and Tenant to agree on the items to be corrected or completed within _____________ (______) days after Tenant delivers its list of its obligations hereunder with respect items shall entitle Tenant to initiate arbitration to be conducted pursuant to the Premises as Construction Industry Arbitration Rules of the Delivery Date American Arbitration Association, and that judgment upon the Premises comply with the requirements of this Lease as award of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects arbitrator(s) may be entered in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businesscourt having jurisdiction.

Acceptance of Premises. Landlord represents The parties acknowledge that Xxxxxxx is currently in possession of the Subleased Premises, that Xxxxxxx has made certain improvements thereon including the construction of the Amphitheater and warrants related facilities, and that in the course of such possession and activities Xxxxxxx has become fully familiar with the condition of the Subleased Premises. Xxxxxxx has made such investigation of title to Tenant thatthe Subleased Premises as it deems appropriate and has entered into this Agreement without representation or warranty as to title as of the date hereof or any subsequent date. Xxxxxxx acknowledges that Company has retained in the Master Lease the right to convey easements and other interests in the Subleased Premises for the term of the Master Lease and enters into this Agreement subject to all such easements and interests which Company may reasonably grant during the remaining term of the Master Lease, and all such other conditions as may be contained in the Master Lease. Xxxxxxx shall take its leasehold interest in the Subleased Premises subject to Landlord’s actual knowledgematters then of record or apparent. Xxxxxxx acknowledges and agrees that except as expressly provided in this Agreement or the New Ground Lease, (i) Xxxxxxx has satisfied itself as to the condition of the Subleased Premises and its suitability for the purposes intended by Xxxxxxx (including, but not limited to, soil and geological conditions, drainage, acreage, topography, climate, air, mineral or water rights, access, grading or other site work, utilities, title condition, private or governmental use restrictions, present or future zoning, subdivision, coastal or environmental regulations, or the necessity or availability of any governmental approvals for the sale, use or development of the Subleased Premises or any litigation or other formal controversy concerning any or all Building Systems within or servicing of the Premises are in good working order and repair and above); (ii) that Xxxxxxx will lease the Base Building Improvements have been fully constructed Subleased Premises "AS IS," in its then present state and are in good condition condition; and repair. Landlord shall ensure (iii) that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession Xxxxxxx will rely solely upon its own inspection and investigations and not upon any representation, warranty, statement, study, report, description, guideline or other information or material made or furnished by Company or its representatives, whether written or oral, express or implied, of any nature whatsoever regarding any of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessforegoing matters.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the suitability Premises as set forth in Item 3 of the Basic Lease Provisions, or fitness (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (i) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1), and (ii) Landlord’s obligations expressly contained in Section 2.4 of this Lease. If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or any other portion the Project. Nothing contained in this Section shall affect the commencement of the Park Place Project for Term or the conduct obligation of Tenant’s businessTenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the PremisesPremises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. As of the Early Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building or and Project in which Tenant has any other portion rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Park Place Building and Project for in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the conduct provisions of Tenant’s businessthis Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Early Occupancy Date (as deemed in Section 3.1). Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Tenant accepts the Premises in their “AS-IS” condition on the date that this Lease is entered into; provided, however, Landlord represents that as of such date, the Building shall be watertight, free of Hazardous Materials and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building the Building's Systems within or servicing the Premises are shall be in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are order. Other than as provided for herein in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defectsExhibit D, Landlord shall have no responsibility obligation to correctperform any work in the Premises (including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein), and, except as set forth in this Exhibit D, shall not be obligated to reimburse Tenant or liability with respect to, provide an allowance for any latent defects costs related to the demolition or construction of improvements therein. Landlord shall engage RAND Construction as Tenant’s general contractor for the Work (as hereinafter defined). Tenant hereby acknowledges that the Work shall be performed while Tenant is in any portion occupancy of the Premises, and Landlord’s actions in connection with such Work shall in no way constitute a constructive eviction of Tenant Improvements installed or entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Xxxxxx’s business arising from the performance of the Work, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by a contractor such construction or Landlord’s actions in connection with such construction. Tenant acknowledges that Landlord and Xxxxxx may have to relocate items of Tenant’s furniture, but shall equipment, and personal property in order for Landlord to complete the Work, and that Tenant will be responsible for repair of or liable for latent defects in the core packing and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and unpacking any easements, covenants or restrictions of recordsuch items, which Landlord represents, to its actual knowledge, do no prohibit may cause temporary inconvenience in the use of the Premises for general office uses. Except as otherwise expressly provided in this Leaseduring the performance of such Work, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty and Xxxxxx agrees to coordinate with respect Xxxxxxxx’s property manager and to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty cooperate fully with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businesssuch activities.

Acceptance of Premises. Landlord represents It is expressly understood by the parties ---------------------- that "Ready for Occupancy" does not include the installation and warrants completion of a telephone system in the Premises, which shall be solely Tenant's responsibility. Promptly following the delivery of said Landlord's certificate to Tenant thatby Landlord, Tenant shall countersign and return to Landlord’s actual knowledgeLandlord an "Acceptance and Statement of Premises, (i) all Building Systems within or servicing Area and Term" which will be sent by Landlord to Tenant, and which will be in the Premises are in good working order form of a letter attached hereto as Exhibit "C". Tenant's signature of said letter shall be Tenant's agreement of the Commencement Date and repair termination date of this Lease and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession Tenant's acceptance of the Premises or any part thereof for purposes in its "as is" condition ("punch list items" excepted), Tenant thereby agreeing that Landlord has fulfilled its obligations pursuant to Exhibit "C" of constructing this Lease. The failure by Tenant to sign and return the Tenant Improvement Work therein"Acceptance and Statement of Premises, Area and except for such matters as Tenant shall specify Term (the "Statement")" to Landlord in writing within ten (10) days thereafter, Tenant of Tenant's receipt of same shall be conclusively deemed to have agreed that Landlord has performed all constitute (i) Tenant's acceptance of its obligations hereunder with respect to the Premises; (ii) Tenant's acknowledgement of the Commencement Date as specified in the Statement; (iii) Tenant's acknowledgement of the termination date as specified in the Statement; (iv) Tenant's acknowledgement of the Rentable Area of the Premises as specified in the Statement; (v) Tenant's acknowledgement of the Delivery Date Basic Annual Rent and that the Premises comply with the requirements of this Lease monthly installments thereof as of the Delivery Date, except for latent defects specified in the core Statement; and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of (vi) Tenant, but shall be responsible for repair of or liable for latent defects 's Proportionate Share as specified in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessStatement.

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or any other portion of the Park Place Project, including without limitation, any representation Project or warranty with respect to the suitability or fitness of either for any purpose, except as set forth in this Lease. Notwithstanding anything contained in this Lease to the Premisescontrary, Landlord represents and warrants that as of the date of this Lease it has not received any written notice of, and has no knowledge of, violation of any laws, codes or regulations applicable to the Premises from any governmental, city or county agency. Landlord shall construct all the Tenant Improvements required to be installed by Landlord under the Work Letter attached as Exhibit X in full compliance with all applicable laws, codes and regulations to include ADA and title 24. Furthermore, Landlord represents and warrants to Tenant that all systems serving the Premises (i.e. HVAC, electrical, fire life safety and the like) are operating in accordance with their design and manufacturers specifications and will continue to do so throughout the Term. The taking of possession or use of the Premises by Tenant for any purpose other than construction shall conclusively establish that the Premises and the Building or were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list and any other portion deficiencies in the systems serving the Premises as described in this Section. The punch list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within 30 days after the Commencement Date (as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Park Place Project for Term or the conduct obligation of Tenant’s businessTenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above. Landlord shall deliver the Premises to Tenant upon the Commencement Date water tight and clean and free of debris.

Acceptance of Premises. Not less than five (5) days prior to the date Landlord represents and warrants to estimates the Tenant Finish Work will be substantially complete Landlord will notify Tenant of the estimated date that the Tenant Finish Work will be substantially completed. The term SUBSTANTIALLY COMPLETED or SUBSTANTIALLY COMPLETE as used herein, means that, in the reasonable opinion of Landlord's architect, the Tenant Finish Work has been completed in substantial accordance with the Finish Plans and that the Premises is in good and satisfactory condition, subject only to completion of minor punch list items. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make its walk-through inspection of the Premises, such date to be on the date specified in Landlord's notice for the Tenant Finish Work to be substantially complete or within three (3) days prior to that date. Landlord and Landlord's architect shall accompany Tenant on the walk-through inspection so as to mutually determine the punch list of items to be completed or repaired by Landlord within a reasonable time after the date of the walk-through inspection (the PUNCH LIST). At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord’s actual knowledge's completion of the Punch List, (i) all Building Systems within or servicing it has inspected and accepts the Premises are in good working order and repair and the Project, (ii) the Base Building Improvements have been fully constructed Premises is suitable for the purpose for which it is leased, (iii) the Premises and the Project are in good condition and repair. Landlord shall ensure that satisfactory condition, and (iv) no representations as to the repair of the Premises are or the Project, nor promises to alter, remodel or improve the Premises or the Project which have been made by Landlord remain unsatisfied. At the conclusion of the walk-through inspection Tenant further agrees to execute an Acceptance of Premises Memorandum in the form attached hereto and made a broom-clean condition on the Delivery Date. By entering into part hereof as EXHIBIT "E", whereupon possession of the Premises or any part thereof for purposes of constructing the will be delivered to Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall will be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to accepted the Premises, and Tenant may thereafter occupy the Building Premises. Tenant's failure to conduct a walk-through inspection or any other portion execute the Acceptance of Premises Memorandum will not delay the occurrence of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct of Tenant’s businessRent Commencement Date."

Acceptance of Premises. Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the use of the Premises for general office uses. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any other portion of the Park Place Projectpurpose, including without limitationlimitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representation representative of Landlord has made any representations or warranty warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the PremisesPremises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises except as expressly provided in this Lease, and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building or any other portion may be limited by the moisture content of the Park Place Project Building slab and underlying soils. Subject to the provisions of Section 3.2 below, from and after the full execution and delivery of this Lease, Tenant shall be permitted to enter upon the Premises (the “Early Occupancy Date”) for the conduct construction of Tenant’s businessthose certain tenant improvements (the “Tenant Improvements”) pursuant to the terms and conditions of the Work Letter attached as Exhibit X hereto (the “Work Letter”). Subject to the provisions of Section 2.4 below, as of the Early Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease. Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent.

Acceptance of Premises. Section 3 of the Lease is deleted and restated ---------------------- as follows: "Landlord represents and warrants to Tenant that, to Landlord’s actual knowledge, (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Base Building Improvements have been fully constructed and are in good condition and repair. Landlord shall ensure that the Premises are in a broom-clean condition on Property is zoned BC (Business Campus District). Tenant has been given the Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work thereinopportunity to examine Township's Zoning Code, and except for has satisfied itself that such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to such latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit Code will permit the use of the Property for the conducting of Tenant's business thereon. Tenant's acceptance of occupancy of the Premises shall, subject to such obligations as are assumed by Landlord hereunder, and subject to Landlord's warranty obligations as hereinafter described, constitute Tenant's acceptance of the work which Landlord is required to perform pursuant to subsection 30(c), and any schedule or exhibit in this lease, excepting only items listed on the Punch List (as hereinafter defined). Tenant and its agents shall have the right, at Tenant's own risk, expense, and responsibility, at all reasonable times prior to the Commencement Date, upon reasonable prior notice to Landlord, to enter the Premises for general office usesthe purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord and Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord. Except as otherwise expressly provided in this LeaseAt or immediately prior to the time Tenant takes occupancy of each of Phase I and Phase II, Tenant acknowledges that neither Landlord nor any agent a representative of Landlord has made and a representative of Tenant will perform a walk-through inspection of such Phase and will prepare a punch list, if one is required, of any representation items remaining to be completed, furnished, repaired, or warranty with respect to the Premises, the Building or any other portion replaced ("Punch List"). Such Punch List will be signed by a representative of the Park Place Project, including without limitation, any representation or warranty with respect to the suitability or fitness of the Premises, the Building or any other portion of the Park Place Project for the conduct Landlord and a representative of Tenant’s business. Landlord agrees to cause all items listed on such Punch List to be performed within thirty (30) days or such longer period as shall be reasonably required in order to complete such items with reasonable diligence."