Common use of Condition of Demised Premises Clause in Contracts

Condition of Demised Premises. Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.

Condition of Demised Premises. Tenant acknowledges hereby acknowledge and agrees confirms that it shall hire Tenant has undertaken a full and take complete examination of the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in Improvements located on the existing condition and state of repair Land as of the date hereof hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without recourse to Landlord. Tenant further agrees that no representations, statements any representation or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warrantieswarranty, express or implied, in respect of fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or in respect of the condition any part thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (put. Tenant expressly acknowledges that except as may be expressly set forth provided in this Lease), Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoingforegoing provisions of this Section, Tenant has not relied on any representations or warranties other than as expressly set forth herein warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (1i) the current or future real estate tax liability, assessment or valuation of the Demised Premises, ; (2ii) the potential qualification of the Demised Premises for any and all benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, financing or any other benefits, whether similar or dissimilar to those enumerated, ; (3iii) the compliance of the Demised Premises, Premises in its current or any future state, state with applicable zoning ordinances and and/or the ability to obtain a change in the zoning Approvals or a variance any other governmental approvals or variances with respect to the Demised Premises’ Premises and possible non-compliance, if any, compliance with any of said zoning ordinances, ordinances or other laws governing the use of the Demised Premises; (4iv) the availability of any financing for the purchasealteration, alteration rehabilitation or operation of the Demised Premises from of any source, ; (5v) the current or future use of the Demised Premises, Premises (including, but not limited towithout limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises’ use for residential or commercial purposes, (6) Premises and the present or future structural and physical condition of any buildingof the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (7vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any Requirements and rules or notices of violations of any violations thereofLegal Requirements, and or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (8) ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence or absence of any Hazardous Materials Material at the Demised Premises; and (as hereinafter defined)xi) the layout, and rents, income, expenses and/or operation of the compliance or non-compliance with any Environmental Laws (as hereinafter defined)Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall in no event whatsoever not be (i) liable for any latent or patent defects defect in the Demised Premises. , (ii) liable for any violations of Legal Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements affecting the Demised Premises (whether or not notices of any Governmental Authority such violations have been issued, filed or recorded), or (as hereinafter definediii) relating required to furnish any services or facilities or to make any repairs or Alterations in any way or to the Demised PremisesPremises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

Condition of Demised Premises. Tenant acknowledges Notwithstanding anything to the contrary in this Sublease, Sublandlord warrants and agrees represents that it shall hire and take as of the Commencement Date (as defined in Article III below), (i) the Demised Premises from Landlord will be in its present state of titlegood condition and repair and the electrical, subject to all existing liensmechanical, chargesHVAC, encumbrances plumbing, elevator and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept systems serving the Demised Premises “as is,” will be in the existing good condition and state of repair as of the date hereof repair; and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of (ii) the Demised Premises or in respect shall conform to all requirements of the condition thereof or the present or future use or occupation that may be made thereofcovenants, the zoning or other Requirements conditions, restrictions and encumbrances (as hereinafter defined"CC&R's"), transferable development rightsall underwriter's requirements, encumbrances thereonand all rules, appurtenancesregulations, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoingstatutes, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liabilityordinances, assessment or valuation of the Demised Premiseslaws and building codes, (2collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or pay the potential qualification cost of the Demised Premises for complying with any and all benefits conferred by federalCC&R's, state underwriter's requirements or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance Laws requiring construction of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change improvements in the zoning or a variance with respect to the Demised Premises’ non-compliancePremises which are properly capitalized under general accounting principles, if any, with said zoning ordinances, (4) the availability unless such compliance is necessitated solely because of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future Subtenant's particular use of the Demised Premises, including, but not limited to, . Subtenant's acceptance of the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition Premises shall not be deemed a waiver of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent Subtenant's right to have defects in the Demised Premises repaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all warranties with respect to the Premises, which would reduce Subtenant's maintenance obligations hereunder and shall cooperate with Subtenant to enforce all such warranties. Requirements shall mean any and all present and future lawsExcept as otherwise expressly provided in this Sublease, rules, orders, ordinances, regulations, statutes and requirements Subtenant accepts possession of any Governmental Authority (the Demised Premises in its "as hereinafter defined) relating in any way is" condition as of the date of this Sublease. SCIDA makes no representations or warranties to the condition of or title to the Demised Premises.

Condition of Demised Premises. 14.1 Tenant acknowledges and agrees that it shall hire and take the Demised Premises from neither Landlord in its present state of title, subject to all existing liens, charges, encumbrances and nor any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf agent of Landlord and Tenant has not relied on made any representations, statements representation or warranties, express or implied, in warranty with respect to the condition of the Demised Premises or in respect of the condition thereof Building or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenancesProject, or title thereto (with respect to the suitability for the conduct of Tenant's business except as may be expressly set forth in this Lease). Without limiting the generality The taking of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification possession of the Demised Premises for any by Tenant shall, except as otherwise agreed in writing by Landlord and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of Tenant conclusively establish that the Demised PremisesPremises and Building were at such time in good, in its current or any future statesanitary and satisfactory condition and repair. Notwithstanding the foregoing, with Landlord shall provide that, on the applicable zoning ordinances and the ability to obtain a change in the zoning or a variance Term Commencement Date with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinanceseach Suite being tendered, (4i) the availability electrical, plumbing, and mechanical systems servicing such Suite are in working order and in good condition, (ii) all ceiling area over such Suite is covered by ceiling tiles that are unbroken, (iii) the roof over such Suite is in good condition and water tight, (iv) there are no cracks, holes, or other damage to walls, floors, and doors at such Suite known to Landlord that have not been repaired, (v) all broken or damaged glass at such Suite has been replaced with new glass, and (vi) the carpet at such Suite is in good condition and there are no areas in need of any financing immediate replacement to make such areas suitable for the purchase, alteration or operation occupancy. Tenant's acceptance of the Demised Premises from any source, (5) the current or future use submission of the Demised Premises, including, but a "punch list" shall not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition be deemed a waiver of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent Tenant's right to have construction defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to Tenant Improvements or the Demised PremisesPremises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall cause such defects to be repaired. Not withstanding the above, Tenant's right to have Landlord cause such defects to be repaired shall be deemed waived if written notice is not given to Landlord within thirty (30) days of the the date Tenant discovers such defect.

Condition of Demised Premises. Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “"as is,” " subject to the Permitted Exceptions, in the existing condition and state of repair as of the date hereof and without recourse to LandlordLandlord except as expressly set forth herein. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ ' non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ ' use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, ordinances regulations statutes and requirements of any Governmental Authority (as hereinafter defined) relating in ). Notwithstanding the foregoing, Landlord shall, as appropriate, make available to, or share with, Tenant, any way remedies available to the Demised PremisesLandlord with respect to Hazardous Materials and Environmental Laws which it may obtain from third parties.

Condition of Demised Premises. (A) Tenant hereby acknowledges and agrees that Landlord has performed all work and made all installations required of Landlord under the Existing Lease, that Tenant is accepting the Demised Premises in its current “as is” condition, and that, except as otherwise expressly set forth in Section 2.16(B) of this Agreement, and that Landlord shall not be required to perform any work, make any installations or incur any expense in or to the Demised Premises in order to prepare same for continued occupancy by Tenant. (B) (i) Notwithstanding anything to the contrary contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with the Extension Work), shall cause its designated contractor (the “Contractor”) to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of the common areas of the Building; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forth, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (such work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there is a conflict or inconsistency between the provisions of this Agreement (including the Exhibit annexed hereto) and the work set forth on the final construction drawings to be prepared by Landlord or the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereof, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furniture, equipment and other items of personal property in and about the Demised Premises in order to accommodate performance of the Extension Work, including, without limitation, all necessary disconnection, moving and re-connection of computer, data and telecommunications wiring and equipment in order to accommodate performance of the Extension Work. Tenant acknowledges and agrees that it shall hire the Extension Work may be performed generally during a period while Tenant remains in use and take occupancy of the Demised Premises from Premises, and that Landlord in its present state of title, subject shall not be liable for any inconvenience to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express for interference with Tenant’s business or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect use of the Demised Premises or in respect any portion thereof during the performance of the condition thereof or Extension Work, although Landlord shall use its reasonable efforts to have the present or future use or occupation that may be made thereof, Contractor cooperate with Tenant to avoid unreasonably disrupting the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth conduct of Tenant’s business in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for (provided, however, that such efforts shall not be construed as to require any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance aspect of the Demised PremisesExtension Work to be performed on an overtime basis, in its current or any future state, with applicable zoning ordinances unless Tenant specifically requests same and the ability agrees to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing reimburse Landlord for the purchase, alteration or operation incremental cost increase associated with the performance of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (subject work item on an overtime basis [as hereinafter definedcompared to performance thereof on a straight-time basis]), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.

Condition of Demised Premises. 14.1 Tenant acknowledges and agrees that it shall hire and take the Demised Premises from neither Landlord in its present state of title, subject to all existing liens, charges, encumbrances and nor any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf agent of Landlord and Tenant has not relied on made any representations, statements representation or warranties, express or implied, in warranty with respect to the condition of the Demised Premises or in respect of the condition thereof Building or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenancesProject, or title thereto (with respect to the suitability for the conduct of Tenant's business except as may be expressly set forth in this Lease). Without limiting the generality The taking of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification possession of the Demised Premises for any by Tenant shall, except as otherwise agreed in writing by Landlord and Tenant conclusively establish that the Demised Premises and Building were at such time in good, sanitary and satisfactory condition and repair. Notwithstanding the foregoing, Landlord shall provide that, on the Term Commencement Date, (i) the electrical, plumbing, and mechanical systems servicing the Demised Premises are in working order and in good condition, (ii) all benefits conferred ceiling area over the Demised Premises is covered by federalceiling tiles that are unbroken, state or municipal laws(iii) the roof over the Demised Premises is in good condition and water tight, whether for subsidies(iv) there are no cracks, special real estate tax treatment, insurance, mortgagesholes, or any other benefitsdamage to walls, whether similar or dissimilar floors, and doors at the Demised Premises known to those enumeratedLandlord that have not been repaired, (3v) any broken or damaged glass at the Demised Premises has been replaced with new glass, and (vi) the compliance carpet at the Demised Premises is in good condition and there are no areas in need of immediate replacement to make such areas suitable for occupan cy. Without in any way limiting Tenant's rights pursuant to Section 5.4 of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, Work Letter: (4a) the availability of any financing for the purchase, alteration or operation Tenant's acceptance of the Demised Premises from any source, (5) the current or future use submission of the Demised Premises, including, but a "punch list" shall not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition be deemed a waiver of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent Tenant's right to have construction defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to Leasehold Improvements or the Demised PremisesPremises repaired at no cost to Tenant; (b) Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall cause such defect to be repaired; and (c) Tenant's right to have Landlord cause such defects to be repaired shall be deemed waived if written notice is not given to Landlord within thirty (30) days of the date Tenant discovers such defect.

Condition of Demised Premises. (a) Tenant acknowledges and agrees that it shall hire and take has examined the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” same in the existing their condition and state of repair existing as of the date hereof subject to normal wear and without recourse to Landlord. Tenant further tear and agrees that no representationsthe Owner shall not be required to perform any work, statements supply any materials or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on incur any representations, statements or warranties, express or implied, in respect of expense to prepare the Demised Premises or in respect of the condition thereof or the present or future use or occupation for Tenant's occupancy; provided, however, that may be made thereofOwner agrees to (i) complete, at its own cost and expense, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly work set forth in this Exhibit B attached hereto and made a part hereof (hereinafter referred to as "Owner's Work"), and (ii) within the initial ninety (90) days of the term of the Lease), in connection with the two (2) westerly bathrooms, Owner shall (w) remove existing partitions and replace with new partitions, (x) remove existing mechanically suspended ceiling, repair all walls and ceilings and install new 6"x6" type flourescent lighting fixtures on stems, (y) replace existing toilets with new toilets, and (z) furnish and install new vinyl composition tile flooring and paint all walls, doors and trim. Without limiting Tenant's Work and work done by Owner under subparagraph (iii) (x)-(z) shall be coordinated and each shall use reasonable efforts to coordinate their respective work and avoid undue interference with the generality work of the other party. No substitution shall be permitted on building standard work except when specifically approved in writing. No credit shall be given for omissions or reductions which Tenant may request to standard installation. Notwithstanding the foregoing, Tenant has not relied may select materials or increase the number of electrical fixtures, outlets or switches which would otherwise be initially furnished by Owner provided that (i) such selection is indicated on any representations or warranties other than as expressly set forth herein as Tenant's plans prior to (1) the current or future real estate tax liability, assessment or valuation commencement of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, construction and (8) ii) such additions or substitutions shall not increase the presence or absence cost of any Hazardous Materials (as hereinafter defined), construction. Any other changes made after commencement of construction shall be made by Owner at Owner's option but at Tenant's sole cost and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premisesexpense.

Condition of Demised Premises. Tenant acknowledges that it is leasing the Demised Premises during the Extension Term in its “as is” condition and that Landlord has no obligation to perform any work in the Demised Premises (other than the installation of the Demising Wall, as described below) nor shall Landlord have any obligation to provide Tenant with an allowance for any improvements. At any time during the Extension Term, Landlord shall have the right, upon thirty (30) days notice to Tenant, in its sole discretion, to a build demising wall so as to separate the Demised Premises from the Surrendered Space in accordance with the floor plan attached hereto as Exhibit A (the “Demising Wall”), which provides Tenant with a minimum of 27 feet 10 inches of width in the IT room. During the construction of the Demising Wall, Landlord agrees to use all reasonable efforts and to adhere to all reasonable construction practices to prevent debris and other materials arising from the construction of the Demising Wall from entering the Demised Premises. Until such time that Landlord constructs the Demising Wall, Tenant shall (a) enjoy beneficial use of the entire current IT room, including that portion of the IT room currently located within the Surrendered Space, and (b) be permitted to use the Surrendered Space solely for ingress to and egress from the Demised Premises. In no event shall Tenant be permitted to utilize any portion of the Surrender Space (other then the IT room as provided above) for Tenant’s business. At such time as Landlord constructs the Demising Wall, Landlord may relocate the electrical panels currently located in the portion of the IT room which is part of the Surrendered Premises to a new location within the IT room, which location shall be determined by Landlord in its sole discretion after consultation with Tenant. Landlord agrees that it shall hire and take cooperate with Tenant regarding the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as timing of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect relocation of the Demised electrical panel so as to minimize interference with Tenant’s business. Landlord shall be permitted to create new entrances and exits to and from the Premises or and/or locate the Demising Wall in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties a location other than as expressly set forth herein as the location shown on Exhibit A in order to (1a) comply with any laws, rules or regulations of local, county, state or federal authorities having jurisdiction over the current or future real estate tax liability, assessment or valuation of Complex and (b) provide adequate ingress and egress to the Demised Premises, (2) the potential qualification provided, that any relocation of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) Demising Wall shall not materially affect the compliance square footage of the Demised Premises, in its current or any future state, third floor that Tenant is entitled to occupy pursuant to the Lease. All costs and expenses associated with applicable zoning ordinances creating new entrances and exits and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation creation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use Demising Wall shall be paid for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premisesby Landlord.

Condition of Demised Premises. Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of titleSubject to Section 9.01, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation taking possession of the Demised Premises, (2) the potential qualification of Tenant accepts the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, as being (3i) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect condition in which the Landlord is obligated to deliver them, and (ii) in good and sanitary order, condition and repair. Tenant shall at all times during the Demised Premises’ non-complianceterm of this Agreement, if anyat its sole cost and expense, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of keep the Demised Premises from in good and sanitary order, condition and repair, reasonable wear and tear excepted, with replacements of any source, (5) the current or future damaged materials to be made by use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential materials of equal or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined)better quality to those damaged. Landlord shall in no event whatsoever be liable responsible for the correction of any latent or patent defects in the Demised Premises. Requirements Landlord has no obligation to alter, install, add to, improve, repair, remodel or paint the Demised Premises except as specifically provided herein. Tenant acknowledges that Landlord has made no representations regarding the condition of the Demised Premises or the Building except as expressly set forth in this Agreement. Tenant shall mean any commit no act of waste and, subject to Landlord's obligations set forth in Section 6.08, shall take good care of Landlord's fixtures, equipment and appurtenances in the Demised Premises. By way of example, and not intended to be all-inclusive, all electric, plumbing, heating, fire protection, elevator, telephone, telegraph, communication and radio systems, fixtures and outlets, venetian blinds, partitions, railings, gates, doors, walls, stairs, paneling, (including display cases and cupboards recessed in paneling), molding, shelving, radiators and enclosures, cork, rubber, linoleum and composition floors, furniture and furnishings which are a part of the Demised Premises, and ventilating, silencing, air conditioning and cooling equipment and all present laboratory fixtures and future lawsequipment shall be deemed to be included in such furniture, rulesfixtures, ordersequipment, ordinancesimprovements and installations, regulationswhether or not attached to or built into the Demised Premises. Nothing in this section 9.04 shall be construed to give the Landlord title to or prevent Tenant's removal of Tenant's trade fixtures, statutes equipment and requirements of furniture, provided that Tenant repairs any Governmental Authority (as hereinafter defined) relating in any way damage to the Demised PremisesPremises caused by such removal. Except as otherwise provided in this Agreement, upon the expiration or sooner termination hereof, Tenant shall surrender the Demised Premises to Landlord, together with all Alterations, fixtures, and repairs which have been made thereto (unless Landlord has required their removal as herein provided), in the same condition as at the commencement of the lease term, ordinary wear and tear and insured casualty excepted.

Condition of Demised Premises. Tenant acknowledges Sublandlord shall, at its sole cost and agrees that it shall hire and take expense, add certain walls to separately demise the Demised Premises from Landlord as set forth on EXHIBIT B, all in accordance with Prime Landlord's standards for the Building. In addition, Sublandlord shall perform those alterations set forth on the attached EXHIBIT C ("SUBLANDLORD'S WORK"), in accordance with plans attached hereto as EXHIBIT D. All of Sublandlord's Work (and any demising wall installation) shall be performed in good and workmanlike manner in accordance with all applicable laws, codes and regulations. Except for Sublandlord's Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty except as described in Section 21 hereinbelow and in broom clean condition but otherwise in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title"as is" condition. Except as specifically set forth herein, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement Date (as defined hereafter) shall be conclusive evidence that the Demised Premises have been delivered in accordance with the provisions of this Sublease and are acceptable to Subtenant, except for punch-list items and latent defects. Sublandlord shall be solely responsible for the cost of architectural and engineering plans detailing Sublandlord's Work for the scope of work set forth on the attached EXHIBIT D, said plans to be provided by Xxxxxx Architects. To the extent that Subtenant makes material changes or additions to the scope of work set forth on EXHIBIT D, then Subtenant shall be solely responsible for any revised or additional architectural and engineering plans, unless such change or addition is required by applicable governmental authority. In addition to the cost of architectural plans as set forth in this Leaseparagraph, Tenant agrees Sublandlord shall be responsible for up to accept the Demised Premises “as is,” sum of Ninety Thousand One Hundred Five and 00/100 Dollars ($90,105.00)(the "SUBTENANT ALLOWANCE") towards the construction costs incurred in connection with Sublandlord's Work. All other costs and expenses in connection with Sublandlord's Work shall be borne by Subtenant, provided, however, Sublandlord shall finance and pay to the existing condition and state of repair as general contractor performing Sublandlord's Work any costs in excess of the date hereof Subtenant Allowance up to the maximum amount of Ninety Thousand One Hundred Five and without recourse 00/100 Dollars ($90,105.00), plus interest imputed at an annual rate of eight percent (8%)("CONSTRUCTION FINANCING"). The Construction Financing shall be amortized over the term of this Sublease (to Landlordbe paid by Subtenant in equal monthly installments on the basis of $0.236 for each dollar of Construction Financing). Tenant further agrees that no representationsSaid additional Construction Financing shall constitute "Base Rent" as set forth in Section 5 below, statements or warranties, express or implied, have been made by or on behalf and any failure to pay said amount shall be a default hereunder. Any additional construction costs in excess of Landlord One Hundred Eighty Thousand Two Hundred Ten and Tenant has not relied on any representations, statements or warranties, express or implied, in respect 00/100 Dollars ($180,210.00)(consisting of the Demised Premises or in respect Subtenant Allowance plus the amount of the condition thereof or the present or future use or occupation that may Construction Financing to be made thereof, the zoning or other Requirements (amortized as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease)paragraph) shall be referred to as "EXCESS CONSTRUCTION COSTS" and shall, after Sublandlord has paid and exhausted the Subtenant Allowance and Construction Financing, be paid in full within fifteen (15) from the date of Subtenant's receipt of invoices and reasonable supporting information sent by Sublandlord. Without limiting Sublandlord shall promptly provide Subtenant with copies of all invoices(s) and any reasonable supporting documentation with respect to all of Sublandlord's Work. Sublandlord shall act as construction manager with respect to Sublandlord's Work, at no additional cost to Subtenant. Subtenant shall have the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as right to request that Sublandlord accepts bids for Sublandlord's Work from one (1) additional general contractor in addition to Xxxxxxx Construction. Subtenant shall have the current or future real estate tax liabilityright to review all bids obtained by Sublandlord, assessment or valuation and the parties shall mutually agree on the selection of the Demised Premisesgeneral contractor. The general contractor retained to perform Sublandlord's Work shall be required to obtain three (3) separate bids from subcontractors for each phase of Sublandlord's Work. Sublandlord shall not agree to any change order relating to the scope, price or completion date of Sublandlord's Work without having obtained the prior written consent of Subtenant. Sublandlord further agrees to take reasonable efforts to enforce the one (21) year labor and materials guaranty that will be provided by the potential qualification of general contractor; provided however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. Subtenant shall make no alterations, additions or improvements to the Demised Premises for any without the prior written consent of Sublandlord and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised PremisesPrime Landlord.

Condition of Demised Premises. Tenant Sublandlord shall perform those alterations set forth on the attached EXHIBIT C (the "BUILDOUT WORK") in a good and workmanlike manner, and in accordance with plans attached hereto as EXHIBIT D. Sublandlord acknowledges and agrees that it the Buildout Work shall hire be more fully described in a set of plans and take specifications and construction documents acceptable to Sublandlord and Subtenant and to be prepared by Margulies & Associates and AHA Engineers (the "Architectural and Engineering Plans") following good engineering practices. The costs for the Buildout Work shall be paid by Sublandlord and Subtenant in accordance with the allocation set forth on EXHIBIT D. Except for Buildout Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty with all Supplemental Systems in good operating order, and in broom clean but otherwise in its "as is" condition, in accordance with all town, state and local codes, ordinances, regulations and requirements. Except as set forth herein and in the Architectural and Engineering Plans, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement Date (as defined hereafter) shall be conclusive evidence that the Demised Premises have been delivered in accordance with the provisions of this Sublease and are acceptable to Subtenant; provided, however, that Subtenant shall have a period of thirty (30) days following the Commencement Date in which to examine the Demised Premises to determine whether there are any material variations in the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically the requirements set forth in this LeaseEXHIBIT C, Tenant agrees EXHIBIT D and/or the Architectural and Engineering Plans. In the event that Subtenant discovers any such variations, Subtenant shall submit a written description of such items (the "Punch List") to accept Sublandlord within such thirty (30) day period, and Sublandlord shall promptly remedy such variations. Sublandlord shall be solely responsible for the Demised Premises “as is,” in the existing condition and state of repair as cost of the date hereof Architectural and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf Engineering Plans detailing the Buildout Work for the scope of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly work set forth in this Lease). Without limiting on the generality attached EXHIBIT D. To the extent that Subtenant makes material changes or additions to the scope of the foregoing, Tenant has not relied on any representations or warranties other than as expressly work set forth herein as to (1) the current or future real estate tax liabilityon EXHIBIT D, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises then Subtenant shall be solely responsible for any revised or additional Architectural and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance Engineering Plans. Sublandlord shall act as construction manager with respect to the Demised Premises’ non-complianceBuildout Work, if any, at no additional cost to Subtenant. Sublandlord and Subtenant agree to cooperate with said zoning ordinances, (4) each other in order to obtain the availability certificate of any financing occupancy for the purchase, alteration or operation of the Demised Premises from any sourcethe Town of Bedford. Subtenant shall make no alterations, (5) the current additions or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way improvements to the Demised Premises.Premises without the prior written consent of Sublandlord and Prime Landlord (Sublandlord's consent not to be unreasonably withheld or delayed), except that Subtenant shall be allowed to perform certain "SUBTENANT'S WORK" as set forth on EXHIBIT E.

Condition of Demised Premises. Tenant acknowledges and agrees The parties acknowledge that it shall hire and take the Demised Premises from Landlord shall consist of an unfinished and unimproved space in its present state which Tenant will, promptly after delivery of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect possession of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereofto Tenant, the zoning or other Requirements (as hereinafter defined)at its sole cost and expense, transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as commence to (1) the current or future real estate tax liability, assessment or valuation construct its office space within a portion of the Demised Premises, (2) including all HVAC servicing the potential qualification Demised Premises, and the procuring of all relevant permits and approvals therefor, in accordance with the provisions of Article 6 hereof. Tenant specifically acknowledges and agrees that this Lease and the commencement of Rent hereunder shall not be delayed or affected by the Tenant’s completion or failure to complete Tenant’s improvements to the Demised Premises for any and all benefits conferred by federalthe Rent Commencement Date. Landlord makes no representation or warranty, state express or municipal lawsimplied in fact or by law, whether for subsidies, special real estate tax treatment, insurance, mortgages, as to the nature or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance condition of the Demised Premises, in or its current fitness or availability for any future stateparticular use, with applicable zoning ordinances and or the ability to obtain a change in the zoning income from or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability expenses of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever not be liable for any latent or patent defects in therein, provided, however, nothing contained herein shall reduce Landlord’s or Tenant’s obligations under Article 9 hereof. Tenant represents that Tenant has examined and is fully familiar with the physical condition of the Demised Premises. Requirements shall mean any , the improvements thereon, the sidewalks, the uses thereof, and all present zoning and future laws, rules, orders, ordinances, regulations, statutes other rules and requirements of any Governmental Authority (as hereinafter defined) relating in any way applicable to the Demised Premises, and subject to the provisions of this Lease, Tenant shall accept the Demised Premises without recourse to Landlord, “as is”, in the condition and state in which they now are and agrees, that the Demised Premises complies in all respects with all requirements of this Lease. Except as expressly set forth in this Lease, Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy. Except as set forth in this Lease, Tenant acknowledges and agrees that Landlord has not made, and does not make, any representation or warranty, and Landlord shall have no liability or obligation with respect to any matter relating to the Demised Premises or this transaction, including, without limitation (i) income, expenses, operation, income-producing potential, zoning, physical condition, gross and rentable square footage of the Building, access, fitness for any specific use, merchantability, habitability, soil or the lie and topography, of any portion of the Demised Premises; (ii) violations, if any, (iii) any patent or latent defect in or about the Demised Premises, or in any portion thereof; (iv) the compliance of the Demised Premises with any Legal Requirements; (v) the presence or absence of asbestos, asbestos-containing materials, lead paint or any hazardous substances or wastes in, under or upon the Demised Premises (except as set forth in Article 39 hereof); (vi) the existence, location or availability of utility lines for water, sewer, drainage, electricity or any other utility; (vii) any licenses, permits, approvals or commitments from governmental authority in connection with the Demised Premises; (viii) parking availability and/or (ix) any other matter affecting or relating to the Demised Premises, including the legal state thereof, which is not expressly set forth in this Lease. Tenant is relying upon Tenant’s independent investigations with respect to the foregoing and with respect to all other matters relating to the Demised Premises, other than as expressly set forth in this Lease. Notwithstanding anything herein to the contrary contained in this Lease, (a) Landlord shall promptly cure, at Landlord’s expense, and pay all fines, interest and penalties with respect to, any violations (including any open building permits or stop work orders) or non-compliance with law affecting the Demised Premises or the Building, which actually delays or prevents Tenant from obtaining applicable building permits for Tenant’s Work or otherwise prevents or delays the performance of Tenant’s Work or obtaining of any governmental sign-offs (including, but not limited to, a temporary certificate of occupancy) for Tenant’s Work, or Tenant’s ability to open for business in the Premises, and Rent shall xxxxx on a day for day basis for each day that Landlord is effecting a cure thereof (in addition to the free rent period) and (b) Landlord shall promptly xxxxx or remediate, at Landlord’s expense, any Hazardous Materials (including, without limitation, asbestos) existing in or on the Demised Premises on the Commencement Date that is required by applicable law to be abated or remediated, and Rent shall xxxxx on a day for day basis to the extent Tenant is delayed in performing Tenant’s Work as a result thereof until such legally required abatement or remediation is completed (in addition to the initial free rent period).

Condition of Demised Premises. Tenant acknowledges and agrees that it Sublandlord shall hire and take deliver the Demised Premises from Landlord in broom clean but otherwise in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “"as is,” in " condition, except for adding certain demising walls and completing other work to make the existing condition Building suitable for more than one tenant ("Sublandlord's Work"). Sublandlord shall promptly commence Sublandlord's Work after Prime Landlord has consented to this Sublease and state of repair shall use diligent efforts to complete said work as soon as practicable, although Subtenant expressly acknowledges that Sublandlord's Work may not be completed as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements Commencement Date (as hereinafter defineddefined hereafter), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting and Sublandlord's failure to have completed Sublandlord's Work by said date shall not delay the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, Commencement Date or any other benefitsof Subtenant's obligations hereunder. In the event Sublandlord's Work is not completed by the Commencement Date, whether similar or dissimilar Sublandlord shall use diligent efforts to those enumeratedcomplete said work as soon as practicable thereafter, (3) the compliance of the Demised Premises, in its current or and shall use reasonable efforts to minimize any future state, interference with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future Subtenant's use of the Demised Premises. Except as set forth herein, includingSublandlord shall not be required to make any alterations, but not limited toimprovements, the Demised Premises’ use for residential repairs or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way decorations to the Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement Date (as defined hereafter) shall be conclusive evidence that the Demised Premises have been delivered in accordance with the provisions of this Sublease and are acceptable to Subtenant. Except as set forth in the attached EXHIBIT C, Subtenant shall make no alterations, additions or improvements to the Demised Premises without the prior written consent of Sublandlord and Prime Landlord, which consent shall not be unreasonably withheld or delayed by Sublandlord.

Condition of Demised Premises. (a) Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises).

Condition of Demised Premises. Tenant acknowledges A. Supplementing the provisions of Articles 15 and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease21 hereof, Tenant agrees to accept shall take possession of the Demised Premises “as isAS IS,” in it being expressly agreed that Owner shall have no obligation to alter, improve, decorate or otherwise prepare the existing condition Demised Premises for Tenant’s occupancy other than (a) to demolish and state of repair as slab over the staircase between the 8th and 9th floors of the date hereof Building and without recourse (b) to Landlord. Tenant further agrees that no representations, statements remove any friable asbestos and any other asbestos or warranties, express asbestos-containing materials required by law to be removed or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or impliedencapsulated, in respect each case to the extent discovered within the Demised Premises provided that (i) Tenant notifies Owner of such asbestos in writing promptly after the discovery thereof, (ii) Owner shall not be responsible for removing any floor tiles containing asbestos, (iii) the discovery of such asbestos did not occur in connection with the negligence, improper act or omission or violation of this Lease by Tenant or Tenant’s contractors or subcontractors or any other party claiming by, through or under Tenant, (iv) such asbestos-containing materials were not brought in to the Demised Premises by Tenant or any party claiming by, through or under Tenant and (v) Tenant shall cooperate as reasonably requested by Owner in connection with such removal (including by vacating such portions of the Demised Premises or in respect as shall be reasonably necessary therefor) (such items of the condition thereof or the present or future use or occupation that may work to be made thereof, the zoning or other Requirements done by Owner pursuant to such clauses (as hereinafter defineda) and (b), transferable development rightscollectively, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease“Owner’s Work”). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any Owner’s Work shall be done at Owner’s sole cost and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premisesexpense, in its current or any future statea good and workerlike manner and in compliance with all applicable Laws, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-complianceextent Owner’s Work shall not be completed by the Commencement Date, if any, with said zoning ordinances, (4) Owner and Tenant shall cooperate reasonably and in good faith to coordinate the availability performance and completion of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural Owner’s Work and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority Tenant’s Changes (as hereinafter defined) relating such that one shall not unreasonably delay the other. If Owner’s Work is not substantially completed on or before the day that is ninety (90) days after Tenant’s written request to Owner to commence Owner’s Work (subject to Force Majeure (as hereinafter defined) and delays caused by the improper acts or omissions of Tenant) (the “Fixed Substantial Completion Date”), then the Rent Commencement Date shall be extended by one (1) day for each day (or portion of a day) from and after the Fixed Substantial Completion Date through and including the day Owner’s Work is substantially completed. As used herein, “substantially completed” shall mean achieving the stage of progress of Owner’s Work as shall not prevent or materially impair Tenant’s Initial Changes (as hereinafter defined) due to unfinished aspects of Owner’s Work. Tenant, at its sole cost and expense and in any way to compliance with all applicable requirements of insurance bodies having jurisdiction and the provisions of this Lease (including, without limitation, Articles 3 and 42), may make such Tenant’s Changes in the Demised PremisesPremises as Tenant may consider necessary or desirable to prepare the same for Tenant’s occupancy.