Common use of Condition of Premises Clause in Contracts

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. The Premises are demised to Tenant acknowledges and Tenant accepts the same “as-is”, except that neither (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord nor any agent that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord has made any representation or warranty shall, with respect to the condition such designated portion(s) of the Premises, perform the Building or the ProjectShell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date2013, and (b) Landlord shall have no obligation all other work necessary to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to pay for or construct any improvements perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, except with respect to payment of perform the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) Shell Work described in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Exhibit B-1 at Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed sole cost and expense prior to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that which is ninety (90) days after following the Execution Date. In date on which the event additional space would be delivered under Section 42.01 but for the Tenant election that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinesame be delivered in shell condition, and provided thatall other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, (r) in accordance with the Delivery Shortfall applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by (Tenant or did not arise from) (i) the misuseits agents, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s independent contractors or subcontractors, or any suppliers (subject to the provisions of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Section 3.01 of this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation No promise of Landlord to remedy such Delivery Shortfall under alter, remodel or improve the immediately preceding sentence and/or (z) any failure Property and no representation by Landlord or its agents respecting the condition of the Existing Building Systems Property has been made to Tenant or relied upon by Tenant other than as may be contained in good working order arising from this Lease or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of written amendment hereto signed by Landlord and Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not he obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building or the Project(as defined in Section 1 of Exhibit B), or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” existing as of such date without regard to any of the Execution DateTenant Improvements, and (b) Landlord shall have no obligation to alter, repair alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any other improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant in the Premises or Tenant's use of the Premises, and based solely on an unoccupied basis, (including A) does not comply with applicable Laws in effect as of the Tenant Improvements) date hereof, or (ivB) any other event, circumstance contains latent defects (not caused by Tenants acts or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsomissions), then Landlord shallshall be responsible, at Landlord’s its sole cost and expense which shall not be included in Building Operating Expenses (except as otherwise permitted in (and not as an Operating Expenseexcluded in) Section 4 2 hereof), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have for correcting any obligations or liabilities in connection with (y) a Delivery Shortfall except such non-compliance to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as and when required by this Leaseapplicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (iiiB) any modifications, Alterations or improvements constructed by or on behalf of Tenant hereinabove within eighteen (including the Tenant Improvements18) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Lease Commencement Date, and in then the correction of any such caseIntent defects shall, no Delivery Shortfall shall subject to Landlords repair obligations in Section 72 hereof, be deemed to have occurred as a result thereofTenant's responsibility at Tenant's sole cost and expense.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect other than pursuant to payment the terms and provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Work Letter. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding anything to the contrary in this Lease (but subject to the last grammatical sentence of this Section 5), Landlord hereby represents and that Landlord’s Delivery Obligation was satisfied; provided warrants that, if Landlord fails to satisfy Landlord’s Delivery Obligation as of the Term Commencement Date, (a “Delivery Shortfall”y) the Premises shall be in compliance with the ADA (as defined below), then Tenant mayand (z) the (i) roof of the Building, as its (ii) plumbing, electrical and heating, ventilating and air conditioning systems serving the Premises, and (iii) centralized vacuum, industrial hot water and deionized water systems serving the Premises, shall be in good working order, condition and repair; provided, however, that Tenant’s sole and exclusive remedy, remedy for a breach of such representation and warranty shall be to deliver notice of such failure to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Execution Date (such date, the “Warranty Date”) detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datebreach. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Warranty Date, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice Deadline(but only to the extent that Landlord determines that the breach described in the Repair Notice constitutes an actual breach of the representation and warranty provided by Landlord in subsections (y) and (z) above). The representation and warranty provided by Landlord in subsections (y) and (z) above shall expire, and provided thatbe of no further force or effect, (r) on the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Warranty Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (y) except with respect to any actual breaches identified in a Delivery Shortfall except to the extent such Delivery Shortfall is identified Repair Notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Warranty Date); provided, however, that the expiration of such representation and such Delivery Shortfall gives rise to an obligation warranty shall not derogate from Landlord’s repair and maintenance obligations under Section 18.1 of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building or Premises in its "As Is" condition on the ProjectLease Commencement Date; provided, or with respect however, in the event that, as of the Lease Commencement Date, the Tenant Improvements (as defined in Exhibit B), in their condition existing as of such date without regard to the suitability Tenant's use of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that and based solely on an unoccupied basis, (aA) it is fully familiar does not comply with the condition of the Premises and agrees to take the same applicable Laws in its condition “as is” effect as of the Execution Datedate hereof, and or (bB) contains latent defects (not caused by Tenant's acts or omissions), then Landlord shall have no obligation to alterbe responsible, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance at its sole cost and the Furniture Allowance. Notwithstanding the foregoing, Landlord expense which shall deliver possession of the Premises to Tenant not be included in Operating Expenses (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to permitted in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Section 4.2 hereof), then Tenant mayfor correcting any such non-compliance to the extent and as and when required by applicable Laws, and/or correcting any such latent defects as its sole and exclusive remedy, deliver soon as reasonably possible after receiving notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)thereof from Tenant; provided, furtherhowever, that if Tenant fails to give Landlord written notice of any Shortfall Notice must be received by Landlord no later than the date such latent defects described in clause (the “Shortfall Notice Deadline”B) that is ninety hereinabove within twelve (9012) days months after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Lease Commencement Date, and in then the correction of any such case, no Delivery Shortfall latent defects shall be deemed to have occurred as a result thereof.Tenant's responsibility at Tenant's sole cost and expense

Condition of Premises. Within thirty (30) days after 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 by Landlord. Other than the items specified in the punch- list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as improved with the Tenant Improvements in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor its Agents have agreed to undertake any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for Alterations or construct any improvements Tenant Improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord this Lease. If Tenant fails to satisfy Landlord’s Delivery Obligation (submit a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure punch-list to Landlord detailing the nature of within such failure thirty (a “Shortfall Notice”); provided30) day period, further, it shall be deemed that any Shortfall Notice must be received by Landlord there are no later than the date items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (the “Shortfall Notice Deadline”) that is ninety (9030) days after the Execution Datewalk-through inspection or as soon as practicable thereafter. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission Upon completion of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasepunch-list items, Landlord shall not have any obligations or liabilities so notify Tenant. Tenant shall approve such completed items in connection with writing to Landlord. If Tenant fails to reasonably approve such items within fifteen (y15) a Delivery Shortfall except to the extent days of notice of completion by Landlord, such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall items shall be deemed to have occurred as a result thereofapproved by Tenant.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, if Tenant determines within the first thirty (30) days following the Commencement Date that any of the Building systems serving the Premises are not in working order (consistent with the applicable manufacturer’s specifications), Landlord shall deliver possession promptly rectify any such condition or detect at its sole cost and expense after receipt of written notice from Tenant within such time setting forth the nature and extent of any such condition or defect. If after expiration of such initial thirty (30) day period, Tenant is required to make repairs to any component of the Premises for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to Tenant (m) in broom clean condition and (n) with pursue its rights under any such warranties for the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)benefit of Tenant. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Landlord and Tenant agree and acknowledge that Landlord’s Delivery Obligation was satisfied; provided thatthe Exit Audit Report for Gemini Science dated August 20, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2006, then Tenant mayperformed by URS, as its sole the radioactive materials license release survey referenced therein, and exclusive remedythe fume hood decontamination report dated July 18, deliver notice 2008, shall constitute the baseline environmental condition of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date Premises (the “Shortfall Notice DeadlineBaseline Phase I”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineand, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding notwithstanding anything to the contrary in this LeaseArticle 27, Landlord Tenant shall not have no obligation to perform any obligations or liabilities in connection remediation recommendations that are inconsistent with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Baseline Phase I environmental condition of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofPremises.

Condition of Premises. Landlord represents and warrants to Tenant that, as of the Lease Commencement Date, all mechanical, elevator, HVAC, plumbing and electrical systems servicing the Premises, all structural elements of the Building and the roof of the Building (collectively, the “Building Elements”) shall be in good working order and condition, without taking into account the effect thereon of any Tenant Improvements, Alterations or other modifications to the Premises by Tenant or its agents, employees or contractors; and prior to the Lease Commencement Date, Landlord shall, at no cost to Tenant, undertake such work as may be required to place such Building Elements in good working order and condition. In the event that it is determined, and Tenant notifies Landlord in writing within one hundred twenty (120) days after the Lease Commencement Date, that such representation and warranty above is untrue as of the Lease Commencement Date, and such failure was not caused by Tenant, then it shall be the obligation of Landlord, and the sole right and remedy of Tenant, after receipt of written notice from Tenant setting forth with specificity the nature of the failed performance, to promptly, within a reasonable time and at no cost to Tenant, to correct such failure. Tenant’s failure to give such written notice to Landlord within one hundred twenty (120) days after the Lease Commencement Date shall constitute a conclusive presumption that the Premises and all Building Elements were in good working order and condition as of the Lease Commencement Date. Except as provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees Neither party has been induced to take the same in its condition “as is” as of the Execution Dateenter into this Lease by, and (b) Landlord shall have no obligation to alterneither party is relying on, repair any representation or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary warranty outside those expressly set forth in this Lease, . Neither Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord nor anyone acting on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on its behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed liable for, nor shall this Lease be subject to have occurred as a result thereofrescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and/or damages based on nondisclosure of any facts.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect shall be conclusively deemed to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that have accepted: (a) it is fully familiar with the Phase I Premises “AS IS” in the condition of existing on the Premises and agrees to take the same in its condition “as is” as of the Execution Phase I Commencement Date, and (b) Landlord shall have no obligation to alterthe Phase II Premises “AS IS” in the condition existing on the Phase II Commencement Date, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements both subject to the Premisesterms and conditions of this Lease (including without limitation any repair and maintenance obligations of Landlord, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case systems serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time being in good, sanitary and satisfactory condition good order and repair and that Landlord’s Delivery Obligation was satisfied; provided thatas of the subject Commencement Date). No agreement of Landlord to alter, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)remodel, then Tenant maydecorate, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on clean or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain improve the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed the Real Property and no representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Tenant (including Landlord to Tenant, except as may be specifically stated in this Lease or in the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after Workletter. Landlord will deliver the Term Phase I Premises and the Phase II Premises with all HVAC systems in good operating condition on the Phase I Commencement Date and (s) the Phase II Commencement Date. Should Tenant determine that there is any noncompliance with the foregoing delivery condition and provide Landlord agrees that with a written notice thereof, Landlord shall promptly after receipt of written notice from Tenant setting forth with specificity the Delivery Shortfall referenced in nature and extent of such Shortfall Notice existsnoncompliance, then Landlord shall, rectify the same at Landlord’s expense (and not as expense; such noncompliance shall not, however, entitle Tenant to an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything abatement of rent or to the contrary in terminate this Lease, Landlord shall not have or otherwise release Tenant from any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by obligations under this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord shall deliver the Expansion Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Expansion Premises to be in good operating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant's interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that neither except as provided in this Section, Tenant shall accept the Premises in their existing, "as-is" condition on the date of delivery thereof to Tenant. Except for the payment of the Tenant Improvement Allowance as provided in Section 2, below, Landlord nor shall have no obligation to make or pay for any agent of Landlord has made any representation or warranty with respect improvements to the condition Premises. Further, any hazardous materials (as defined by applicable laws) existing in the Expansion Premises as of the date of delivery of the Expansion Premises to Tenant, if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord's sole cost and expense (i.e., the cost of the Tenant Improvements shall not include such costs, and the Tenant Improvement Allowance shall not be used for such costs), except to the extent (if any) that such hazardous materials were brought onto or released onto the Expansion Premises, the Building or the Project, Center through the acts or with respect to the suitability omissions of the Premises, the Building Tenant or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcontractors.

Condition of Premises. Landlord shall cause the following elements of the Project and the Premises to be in good working order, condition and repair as of the date of delivery of the Premises to Tenant for construction of Improvements therein pursuant to the Tenant Work Letter attached hereto as Exhibit “D”: (i) the heating, ventilating and air conditioning systems of the Project, (ii) the electrical system of the Project, (iii) the fire/life safety system of the Project, (iv) the plumbing system of the Project, and (v) the structural portions of the 26672 Building and the 26642 Building including, without limitation, ground floor slabs which shall, without limitation, have moisture content acceptable for construction of the Improvements as provided in Section 1 of the Tenant Work Letter. The foregoing obligation of Landlord shall not, however, include any such items to the extent such items will be demolished or modified by Tenant in connection with Tenant’s construction of the Improvements pursuant to the Tenant Work Letter. If any such items specified in this Article 8 above are not in good working order, condition and repair as of such date, then as Tenant’s sole remedy, upon notice from Tenant, Landlord shall, at Landlord’s sole cost and expense, cause such items to be in good working order, condition and repair; provided, however, that, unless and to the extent such items are not in good working order, condition and repair as a result of latent defects not reasonably discoverable by an inspection of the Project or Premises, if Tenant fails to so notify Landlord in writing that any such items are not in good working order, condition and repair within fifteen (15) business days after Landlord’s delivery of the Premises to Tenant for construction of Improvements therein, Landlord shall be deemed to have satisfied its obligations with respect to this Article 8 above. Furthermore, Landlord shall, at Landlord’s sole cost and expense, (a) cause the Project to comply with any current requirements of the ADA (provided that this obligation shall not apply to the Premises nor to any requirements attributable to Tenant’s use of the Premises or Tenant’s specific Improvements within the Premises), and (b) cause the Premises, as of the date of delivery of possession thereof, to comply with any applicable Laws regarding mold, mildew, fungus or other dangerous organisms, except to the extent that such areas will be demolished as a part of the Improvements to be constructed by Tenant pursuant to the Tenant Work Letter. Except as set forth in this Article 8 above, 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 condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that that, except as set forth in this Article 8, neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Subject to Landlord’s obligations as provided in each case serving the Premises (collectivelythis Article 8 above, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in good, sanitary satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and satisfactory condition Sections 1941 and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice 1942 of such failure to Landlord detailing the nature Civil Code of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, California or any successor provision of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoflaw.

Condition of Premises. Tenant (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Landlord Lessor nor any Lessor's agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s Lessee's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges [THIS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The BUYER agrees that neither Landlord he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the Buyer’s building inspections were completed, on an "as is" basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are in working order and will be in the same condition at the time of closing as they were on the date that all the BUYER’s building inspections were completed, reasonable wear and tear excepted. SELLER represents that the floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor any agent of Landlord has SELLER's agents have made any representation representations or warranty with respect warranties as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businesssaid Premises on which BUYER has relied other than as expressly set forth in this Agreement. Tenant acknowledges The SELLER agrees that (a) it is fully familiar with the condition of the Premises and agrees to take shall be the same in its condition “as is” on the date of closing of title as of the Execution Datedate that all the BUYER’s building inspections were completed, reasonable wear and (b) Landlord shall have no obligation to altertear excepted, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements subject to the Premises, except with respect to payment provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofParagraph 11 hereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent shall complete, or cause others to complete, the demolition work in the Premises described in Exhibit F (the "Demolition Work"). After the Demolition Work has been completed, Occupational Services, Inc. shall perform a Limited Phase II Environmental Site Assessment of Landlord has made any representation or warranty with respect the Premises and certain areas adjacent to the condition Building, as described in Exhibit G, a complete copy of which shall be delivered to Tenant. If, based on the conclusions in such Limited Phase II Environmental Site Assessment, any remediation work is required to bring the Premises or other areas covered by such assessment into compliance with Environmental and Health Laws (as defined in Section 6.2.8), then Landlord (i) may terminate this Lease if Landlord determines, in its sole discretion, that the contamination requiring remediation is significant, by notice given to Tenant within ten (10) Business Days after delivery of the PremisesLimited Phase II Environmental Site Assessment, and this Lease shall cease and come to an end without further liability or obligation on the Building or part of either party upon the Projectgiving of such notice, or with respect if Landlord shall not so elect to terminate this Lease, (ii) shall perform, or cause others to perform, all such remediation work, and cause such additional environmental assessments to be performed as are necessary to establish that such work has been completed and that no additional remediation work is required. If the suitability Limited Phase II Environmental Site Assessment does not indicate that any remediation work is required, then the Limited Phase II Environmental Site Assessment shall be the Final Phase II Assessment. Subject to completion of the PremisesDemolition Work and any remediation work required by the preceding paragraph, Tenant agrees to accept delivery of the Building or Premises in the Project for condition existing as of the conduct Date of Tenant’s businessthis Lease. Tenant acknowledges that (a) it is fully familiar with has been given an adequate opportunity to inspect the Premises and the common areas and facilities of the Complex and, subject to the completion of any work required to be performed by Landlord pursuant to the preceding sentence, has found the condition of the Premises both satisfactory and agrees is not relying on any representations of Landlord or Landlord's agents or employees as to take the same in its condition “as is” as of the Execution Datesuch condition, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, thereto except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must may be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary expressly set forth in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent Except as provided below, Tenant’s taking possession of the Premises shall be deemed to be Tenant’s acceptance of the Premises in the order and condition as then exists. No promise of Landlord has made any representation to alter, remodel, decorate, clean or warranty with respect to improve the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except for “Landlord’s Work” described in the Work Letter attached as Exhibit “B”, or as otherwise contained herein. Landlord shall deliver the existing Building systems and agrees to take fixtures within, or servicing, the same Premises upon completion of Landlord’s Work in its condition “as is” good working order as of the Execution respective Commencement Date(s), provided the Commencement Date, Rent and Tenant’s other obligations with respect to the Expansion Premises shall be postponed for the period (not to exceed thirty (30) days) that Tenant is not reasonably able to occupy the Expansion Premises because Landlord fails by (without contributory fault by Tenant or Tenant’s space planners, architects, contractors, agents and employees) to: (i) deliver possession of the Expansion Premises, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct substantially complete any improvements to the Premises, except with respect Expansion Premises required to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing be performed by Landlord and under this Lease by the Commencement Date for the Expansion Premises set forth in Section 1. No postponement of rent shall occur in the event there exist any delays due to Tenant, conclusively establish that the Premisesits space planners, the Building and the Project were at such time in goodarchitects, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employeescontractors, agents or inviteesemployees. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, (ii) and Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection sole recourse with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall respect thereto shall be deemed to have occurred as a result thereofthe postponement of Rent and other obligations described herein.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken "as is", "without any representations or warranties", subject to latent defects and except as expressly set forth herein, and Tenant hereby acknowledges and agrees that neither Landlord nor any agent of Landlord it has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with investigated and inspected the condition of the Premises and agrees the suitability of same for Tenant's purposes. The Premises shall be initially improved as provided in, and subject to, the terms of this Lease and the Tenant Work Letter attached hereto as Exhibit C and made a part hereof. The work described on attached Exhibit C is referred to take herein as the same in its condition “"Tenant's Work." Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as is” as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Execution DateBuilding pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, in the Premises or the Building provided that such work does not unreasonably interfere with Tenant's intended use of the Premises and/or Tenant's operations within the Premises, and provided that such work does not reduce the size of the Premises, (ii) to alter, close or relocate any facility in the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise, provided that Landlord provides adequate substitute facilities and provided that such work does not reduce the size of the Premises, and (biii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall have no obligation use commercially reasonable efforts to alter, repair or otherwise prepare the Premises for minimize interference with Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance's business. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant that Landlord requires access to the Premises in a Shortfall Notice delivered order to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) exercise any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuserights contained herein, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall access shall be deemed subject to have occurred as a result thereofthe requirements set forth in Article 13 herein.

Condition of Premises. Tenant hereby agrees to accept the Premises (including the Existing Premises and the Expansion Space) in its “as-is” condition and Tenant hereby acknowledges that neither Landlord nor Landlord, except as otherwise provided below and in the Lease, shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises and agrees except as set forth in the Lease. Notwithstanding anything above to take the same contrary, in its condition “as is” the event that, as of the Execution Datedate of execution of this Second Amendment, the Building’s “Systems and Equipment” (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment as defined in Section 4.2.4 of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingOriginal Lease), Landlord shall deliver possession in their condition existing as of such date without regard to any of the Premises to Tenant (m) Improvements, alterations or other improvements existing in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession Expansion Space as of the Premises shall, except as otherwise agreed date hereof and/or to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant (including in the Tenant Improvements) Expansion Space or (iv) any other eventTenant’s use of the Expansion Space, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsbased solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Original Lease), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Expansion Commencement Date, then the correction of any such latent defects shall, at subject to Landlord’s expense repair obligations in Section 7.2 of the Original Lease (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall correction is identified by a responsibility of Tenant in a Shortfall Notice delivered pursuant to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Section 7.1 of the Existing Building Systems to Original Lease), be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) responsibility at Tenant’s failure sole cost and expense. Pursuant to properly repair or maintain Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the Premises as required date hereof, the Expansion Space has not undergone inspection by this Lease, a Certified Access Specialist (iii“CASp”) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including to determine whether the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpansion Space meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.

Condition of Premises. 13.1 Other than as expressly stated in this Lease, Tenant acknowledges that neither Landlord nor any agent of the Landlord has Parties have made any representation or warranty of any kind whatsoever with respect to the condition of the PremisesSite, the Premises and/or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. Tenant acknowledges and agrees that (a) it Tenant is fully familiar with the condition relying solely upon Tenant’s own inspection of the Premises Site, the Building and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, and Tenant is not relying on any representation or warranty from the Landlord regarding the Site, the Premises or the Building, except with respect as specifically set forth in this Lease, including, without limitation, any representation or warranty as to payment the physical condition, design or layout of the TI Allowance Site, the Building and the Furniture AllowancePremises. Notwithstanding the foregoing, Landlord expressly represents and warrants that all Building Systems serving the Premises are, or will be as of the Lease Commencement Date, in good working condition and the Premises and Building as delivered by Landlord to Tenant (and after completion by Tenant of the Compliance Work as defined in the Work Letter) shall deliver possession comply with all applicable laws and regulations, including, without limitation the Americans With Disabilities Act (42 U.S.C. Section 12101 et seq.) (“ADA”), and all applicable codes relating to restroom facilities and Landlord at Landlord’s sole cost and expense, will be responsible for all work and costs incurred (whether in connection with Tenant’s construction of the Tenant Improvements pursuant to the Work Letter or otherwise) to bring the Premises, into compliance with the ADA or Title 24 as enacted and in effect as of the Lease Commencement Date. Subject to the provisions of the Work Letter, the costs incurred by Tenant to bring any portion of the Premises to Tenant (m) in broom clean condition and (n) into compliance with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at any such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities laws in connection with Tenant’s construction of Tenant Improvements, shall be the responsibility of Landlord and Landlord shall reimburse Tenant for any such costs within thirty (y30) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered days following Tenant’s delivery to Landlord on or before of a reasonably detailed invoice therefor provided that the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under reimburse Tenant shall be as more particularly governed by the provisions of the Work Letter. Common Area Operating Expenses will not include any costs incurred by Landlord to bring the Building, or any portion thereof, into compliance with any of the laws or regulations described in the immediately preceding sentence and/or (z) any failure of applicable to the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofBuilding.

Condition of Premises. Tenant acknowledges covenants and agrees that, upon taking possession of the Premises, Tenant shall execute Commencement Letter, in the form attached hereto as Exhibit L, acknowledging (i) the Commencement Date, as defined hereinafter and the expiration date of this Lease, and (ii) that neither Landlord nor any agent of Landlord Tenant has made any representation or warranty with respect to accepted the Premises for occupancy and that the condition of the Premises, including the Tenant Improvements (as herein under defined) constructed thereon by Landlord and the Building was at that time satisfactory and in conformity with the provisions of this Lease subject to Landlord's completion of the details of construction, decoration and mechanical adjustment which, in the aggregate, are minor in character and do not materially interfere with the Tenant's use or the Project, or with respect to the suitability enjoyment of the Premises, except for any defects as to which Tenant shall give written notice to Landlord on the Building or date of possession. Landlord shall promptly thereafter repair all such defects, but in all events not later than sixty (60) days, provided that in the Project for the conduct of Tenant’s business. Tenant acknowledges that event such defect cannot be cured within sixty (a60) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Datedays, and (b) Landlord shall have no obligation commenced said repair within sixty (60) days and completed the same within a reasonable time. Such Commencement Letter shall become a part of this Lease. Notwithstanding if Landlord has not made and completed the repairs to alterdefects as described in said written notice provided by the Tenant, repair Tenant shall have the right to cure such defects and Landlord shall pay the reasonable costs and expenses incurred by or otherwise prepare charged to Tenant within ten (10) days of Tenant's written notice to Landlord of such costs and expenses. Any and all hidden defects, latent defects or defects shall be made known to Landlord by Tenant within 180 days after the Premises Commencement Date or, if longer than 180 days after the Commencement Date, within any period covered by any warranties for Tenant’s occupancy or to pay for or construct any improvements to and all work performed on the Premises, except with respect to payment which defects Landlord shall correct promptly after receipt of written notice describing such defects in reasonable detail. Landlord further covenants and agrees that correction of any hidden defects, latent defects or defects affecting the Premises concerning the roof, structure and exterior areas of the TI Allowance and Building will be the Furniture Allowance. Notwithstanding the foregoingresponsibility of Landlord, which defects Landlord shall deliver possession correct promptly after receipt of the Premises to Tenant (m) written notice describing such defects in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofreasonable detail.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is currently in possession of the Premises, the Building or the Project, or with respect to the suitability entirety of the PremisesSuite 400 Space (other than the portion of the Suite 400 Space currently occupied by Western Bank, which Landlord shall deliver to Tenant following Western Bank’s surrender of the Building or same), Xxxxx 000 Xxxxx xxx Xxxxx 000 Space and agrees to accept the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition entirety of the Premises and agrees to take the same in its condition “as is” as (inclusive of the Execution DateSuite 900 Space) from Landlord, in their existing “AS-IS”, “WHERE-IS” and (b) “WITH ALL FAULTS” condition, and, except as provided in the Lease, Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct improve any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession portion of the Premises at any time during the Lease Term; provided, however, Landlord hereby agrees to provide to Tenant an allowance equal to $5,147,765.00 (mwhich is equal to (i) in broom clean condition and $125.00 per square foot of Rentable Area for the Suite 600 Space, plus (nii) with $75.00 per square foot of Rentable Area for the existing base building heatingSuite 500 Space, ventilating and air conditioning system and plus (iii) $25.00 per square foot of Rentable Area for the existing base building electricalSuite 400 Space, lighting and plumbing systems, in each case serving plus (iv) $90.00 per square foot of Rentable Area for the Premises Suite 900 Space) (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallConstruction Allowance”), then which shall be utilized for the construction of certain improvements to the Premises in accordance with the terms and conditions of the work letter attached hereto as Exhibit B. In no event shall the Landlord’s Construction Allowance allocable to the Suite 500 Space be available prior to the Existing Expiration Date unless Tenant mayrequests disbursement of the same prior to such date, in which case, effective as its sole of the date Landlord disburses any portion of the Landlord’s Construction Allowance allocable to the Suite 500 Space, the Basic Annual Rent and exclusive remedyBase Year with respect to the Suite 500 Space shall be adjusted as set forth in Sections 5(a) and 6(b) above. In addition, deliver notice in no event shall the Landlord’s Construction Allowance allocable to the Suite 400 Space be available prior to September 1, 2019 unless Tenant requests disbursement of the same prior to such failure date, in which case, effective as of the date that Landlord disburses any portion of the Landlord’s Construction Allowance allocable to Landlord detailing the nature of such failure (a “Shortfall Notice”); providedSuite 400 Space, further, the Basic Annual Rent and Base Year with respect to the Suite 400 Space shall be adjusted as set forth in Sections 5(a) and 6(c) above. Tenant acknowledges and agrees that any Shortfall Notice must be received by obligations of Landlord no later than originally existing in the date (Lease to complete leasehold improvements and/or furnish allowance with respect to the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineSuite 500 Space, if any, have been completed and/or satisfied in their entirety, and provided thatany provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect. With respect to the Suite 900 Space, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure upon delivery of the Existing same to Tenant, such space shall be clean and the base Building Systems to systems serving the Suite 900 Space shall be in good working order arising from or in connection with (i) based on the misuse, misconduct, damage, destruction, negligence and/or any other action or omission then existing condition and configuration of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofSuite 900 Space.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent The Lessor, shall deliver the Premises to Lessee clean and free of Landlord has made any representation or warranty with respect debris on the Lease commencement date (unless the Lessee is already in possession) and the Lessor warrants to the Lessee that the plumbing, lighting, air-conditioning, and heating in the Premises shall be in good operating condition on the Lease commencement date. Lessee shall have forty five (45) days after the Lease commencement date to give Lessor written notice of any defective condition or "punch-list" items of unfinished or deficient construction in the Premises, and Lessor shall make reasonable efforts to correct the same within a reasonable time after such notice. The Lessee's failure to give such written notice within forty five (45) days after the Lease commencement date shall cause the conclusive presumption that the Lessor has complied with all of the Lessor's obligations hereunder. The warranty contained in this paragraph shall be of no force or effect if, prior to this date, the Lessee was an occupant of the Premises. Nothing herein shall be deemed to limit or exclude any rights Lessee may have under contractor warranties or manufacturer warranties relating to materials or equipment incorporated into the Premises. Except as otherwise set forth in this paragraph, the Lessee accepts the Premises in the condition existing as of the Lease commencement date or the date that the Lessee takes possession of the Premises, whichever is earlier, and the Building Lessee hereby waives any and all warranties of condition or the Projecthabitability, suitability for occupancy, use, or with respect to the suitability of the Premiseshabitation, the Building merchantability or the Project fitness for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Datea particular purpose, and (b) Landlord shall have no obligation to alterwhether express or implied, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements relating to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect 2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in and to the condition of Demised Premises described in Exhibit B annexed to this Lease (the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business"Workletter"). Tenant acknowledges that the Workletter represents the agreement of Landlord and Tenant concerning all work to be performed by Landlord in the Demised Premises and that any work not specifically delineated in the Workletter shall not be performed by Landlord. Landlord reserves the right to make such changes and/or substitutions in the Workletter as may be required by any governmental agency having jurisdiction over the Demised Premises or as may be required by site conditions, subject to Tenant's written approval, which approval shall not be unreasonably withheld or delayed. All of the facilities, materials and work to be furnished, installed and performed by Landlord in the Demised Premises pursuant to the Workletter are referred to herein as "Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that Tenant requests Landlord to perform shall not be deemed a portion of Landlord's Work and may be performed by Landlord after payment by Tenant of the cost of such upgrades or additional work in cash, electronic funds transfer (a"EFT") or by check, as directed by Landlord; it is fully familiar with the condition of the Premises expressly understood and agrees to take the same in its condition “as is” as of the Execution Date, and (b) agreed that Landlord shall have no obligation whatsoever to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallsuch additional work, except as otherwise agreed to stated expressly in writing by Landlord the Workletter and Tenantany amendments or addendums thereto, conclusively establish that unless the Premises, same is required for the Building issuance of the certificate of occupancy for the Original Premises and for the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant mayExpansion Space, as its sole and exclusive remedy, deliver notice the same is applicable. Attached hereto as Exhibit "T" is a list of such failure to Tenant's requested upgrades or additional work that Landlord detailing the nature has agreed as of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datehereof to perform. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be obligated to accept any obligations or liabilities additional requests from Tenant for additional work in connection with (y) a Delivery Shortfall the Demised Premises except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord as set forth on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExhibit "T".

Condition of Premises. Except as otherwise provided in this Section 6.1 below and the Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the PremisesWork Letter, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall accept each Suite Space in the Premises and agrees to take the same in its “AS-IS” condition “as is” as of the Execution Datedate of execution of this Lease and the date Landlord delivers possession of each such applicable Suite Space in the Premises to Tenant, and (b) Landlord shall have no obligation to alter(a) perform any work therein, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct including, without limitation, demolition of any improvements existing therein or the design, permitting or construction of any tenant finish work, alterations or other improvements therein, or (b) pay for, or reimburse Tenant for, or provide Tenant with an allowance to help Tenant pay for, any costs related to the Premisesdemolition or the design, except with respect to payment permitting or construction of the TI Allowance and the Furniture Allowanceany alterations or improvements therein. Notwithstanding the foregoingforegoing to the contrary, Landlord shall deliver possession if (i) as of the Premises date of delivery by Landlord to Tenant (m) of each Suite Space in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at Building’s base building mechanical, electrical, gas, HVAC, plumbing and/or life-safety systems serving such time Suite Space are not in goodgood order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallDefective Condition”), then and (ii) Tenant may, as its sole becomes aware and exclusive remedy, deliver notice of such failure delivers to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date written notice (the “Shortfall Notice DeadlineDefect Notice”) that of such Defective Condition described hereinabove by the date which is ninety six (906) days months after such date of delivery (the Execution “Outside Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists”), then Landlord shall, at Landlord’s expense sole cost and expense, do that which is necessary to correct such Defective Condition identified in the Defect Notice (and not as an Operating Expense), promptly remedy the Delivery Shortfall“Corrective Work”) within a reasonable period of time after Landlord receives the Defect Notice. Notwithstanding anything If Tenant fails to deliver the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Defect Notice delivered to Landlord on or before prior to the Shortfall Notice Deadline and applicable Outside Date, Landlord shall have no obligation to perform the Corrective Work described hereinabove (but such Delivery Shortfall gives rise to an release of such obligation shall not relieve Landlord of Landlord to remedy such Delivery Shortfall its other obligations under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofunder Section 8.1 below).

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is in possession of the Premises, the Building or the Project, or with respect and Tenant has and hereby agrees to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of accept the Premises and agrees to take the same in its condition existing “as isAS-IS,” as of the Execution Date“WHERE-IS,” and “WITH ALL FAULTS” condition, and (b) Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Premises for Tenant’s occupancy or to pay for or construct at any improvements to time through the Premises, except with respect to payment expiration of the TI Allowance and the Furniture Allowance. Notwithstanding Extension Term; provided, however, notwithstanding the foregoing, Landlord shall deliver possession provide Tenant with an allowance of up to (but not to exceed) a total of $51,305.00 (equal to $1.00 per usable square foot in the Premises Premises) (“Allowance”), which Allowance shall be disbursed to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). as a reimbursement of Tenant’s taking of possession of the Premises shall, except as otherwise agreed expenses paid by Tenant to third-parties in writing connection with leasehold improvements made by Landlord and Tenant, conclusively establish that Tenant to the Premises, which leasehold improvements shall be constructed in accordance with and subject to all of the Building existing terms and provisions of the Project were at such time in goodLease, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatincluding, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)without limitation, then Tenant may, as its sole and exclusive remedy, deliver notice Paragraph 4(b) of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateLease. In the event Tenant desires any such reimbursement of the Allowance, Tenant shall notify Landlord of the amounts that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense wants reimbursed (and not as an Operating Expense), promptly remedy such request shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within sixty (60) days following the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Extension Term Commencement Date, and and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such amounts Tenant desires to have reimbursed within said sixty (60) day period, Tenant shall not be entitled to any such casereimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, no Delivery Shortfall or such portion thereof as Tenant may be entitled to, shall be deemed made within thirty (30) days after each and all of the following conditions shall have been satisfied: (a) the improvements shall have been completed in accordance with the plans submitted to and approved by Landlord in accordance with Paragraph 4(b) of the Lease; (b) Tenant shall have occurred as a result thereofdelivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the construction or installation of the leasehold improvements have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the leasehold improvements; and (d) Tenant shall not then be in default of any of the provisions of the Lease. Tenant acknowledges and agrees that any obligations of Landlord originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to the Premises, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect.

Condition of Premises. Subject to Landlord's obligation to perform Landlord's Work, the Premises will be accepted by Tenant acknowledges on the Possession Date in its “as is”, “where is” condition and configuration. By taking possession of the Premises, Tenant agrees that neither Landlord's Work is substantially completed, subject only to Punch List Items (defined below), the Premises are in good order and satisfactory condition, and that other than Landlord's Work, there are no representations or warranties by Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission part of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery ShortfallXxxxxxxx Center. Notwithstanding anything to the contrary in this Leasecontained herein, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except represents to Tenant that on the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before Possession Date, the Shortfall Notice Deadline Premises will be structurally sound and such Delivery Shortfall gives rise to an obligation free of Landlord to remedy such Delivery Shortfall under water leaks, and that the immediately preceding sentence and/or (z) any failure of mechanical equipment serving the Existing Building Systems to Premises will be in good working order arising from or condition and repair. Landlord further covenants that Landlord's Work shall be constructed in connection accordance with all Laws and in a good and workmanlike manner using new materials of a quality that is at least equal to the Landlord's minimum standard for the Office Area. For purposes of this Lease, “substantial completion” and/or “substantially completed” shall mean that Landlord's Work is completed to such an extent that Tenant can take possession of the Premises and either (i) utilize same for the misuse, misconduct, damage, destruction, negligence and/or any other action use intended hereunder or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) begin performing Tenant’s failure to properly repair or maintain 's Work (so long as Tenant has an permit for Tenant's Work), as evidenced by a certificate of Landlord's architect. Tenant and Landlord shall, within ten (10) days after Landlord advises Tenant that Landlord's Work is substantially completed, conduct a walk through inspection of the Premises to create a punch list of items that still need to be completed notwithstanding that Landlord's Work is otherwise substantially completed (which items are called “Punch List Items”). Once the parties have agreed upon the Punch List Items, Landlord shall have thirty (30) days thereafter to complete such items. In the event of any dispute as required by this Leaseto whether, (iii) any modificationsor when, Alterations or improvements constructed by or on behalf Landlord's Work has achieved substantial completion, the statement of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Landlord's architect that Landlord's Work has achieved substantial completion shall be deemed presumed correct. In the event Tenant does not accept (or disputes) the statement of Landlord's architect, then within ten (1 0) days after Tenant's receipt of Landlord's notice that Landlord's Work is substantially completed, Tenant shall advise Landlord, in writing, in detail of those items of Landlord's Work that Tenant alleges are not substantially completed and the name of the architect it is appointing to review the dispute (provided that Tenant shall have occurred as the burden of proof to overcome the presumption that Landlord's architect's certification is correct). During the fifteen (15) days following Tenant's written notice to Landlord that Landlord's Work is not substantiality complete, Tenant and Landlord agree to use good faith efforts to resolve the dispute regarding whether, or when, Landlord's Work has achieved substantial completion. If, during said fifteen (15) days, the parties are unable to resolve the dispute, then both Tenant and Landlord shall mutually select a result thereofthird party architect (the “Third Party Architect”) to determine whether, or when, Landlord's Work has achieved substantial completion. If the parties are unable to mutually agree on said Third Party Architect, then both Tenant and Landlord shall each select an architect and the two architects shall then select the Third Party Architect to make such determination. The Third Party Architect's determination of whether, or when, Landlord's Work has achieved substantial completion shall be conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their architect and the cost of the Third Party Architect shall be shared equally between Tenant and Landlord.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord 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 Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and Equipment (as defined in Section 4.2.4 below) serving the Building shall be in good working order and condition, the Premises will be broom- 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 clean condition, free and clear of all occupants and personal property, and the Building and Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancesuch zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord shall deliver possession represents and warrants to Tenant that, as of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyEffective Date, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Property is zoned to permit laboratory, office, life science, research and development uses as of right. Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that condition, subject to Landlord’s Delivery Obligation was satisfied; representations, warranties and obligations expressly set forth in the Lease and, except as provided thatherein, if Landlord fails to satisfy without any obligation on Landlord’s Delivery Obligation (a “Delivery Shortfall”)part to make any alterations, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent The Plans shall create no responsibility or liability on the part of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct completeness of Tenant’s business. Tenant acknowledges such plans or their design sufficiency; provided, however, Landlord shall warrant that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Commencement Date the Landlord Improvements will comply with all Applicable Law. Landlord shall have no obligation to alterTenant for defects in design, repair workmanship, or otherwise prepare materials of the Landlord Improvements, but shall use its reasonable best efforts to enforce the contractor's obligations therefore and shall, as appropriate under the terms of this Lease, assign to Tenant any manufacturer's warranties with respect to the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant either (a) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, or (b) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy in accordance with the Plans reasonably acceptable to Tenant ("Certification"), or that any remaining work fully described by the architect or construction manager on a "punch list" thereafter to be completed by the Landlord's contractor will not substantially adversely affect Tenant’s occupancy 's ability to occupy the Premises. Tenant shall approve or reasonably disapprove the Certification within two business days after submittal to pay Tenant. Tenant's failure to reasonably object within such two business day period shall be conclusively deemed approval of the Certification and Premises by Tenant. Except for or construct any improvements to the punchlist, Tenant agrees, that by taking possession of the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish it acknowledges that it has inspected the Premises, the Building and the Project were at such time that they are in goodgood condition, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain it accepts the Premises as required by this Leasein their then current condition, (iii) any modificationsTENANT HEREBY WAIVES ALL WARRANTIES, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other eventEXPRESS OR IMPLIED, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsREGARDING THE CONDITION AND USE 0F THE PREMISES, then Landlord shallINCLUDING, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery ShortfallBUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding anything to the contrary in this Lease, Landlord shall not have assign to Tenant any obligations or liabilities in connection with (y) a Delivery Shortfall except warranties for the Premises from Landlord's contractor, to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofare assignable.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition Tenant’s taking possession of the Premises, the Building Premises or the Project, or with respect to the suitability any portion thereof shall be conclusive evidence against Tenant that such portion of the PremisesPremises was then in good order and satisfactory condition, subject to Landlord’s obligations under this Lease and the Building or the Project for the conduct of Tenant’s businessWorkletter. Tenant acknowledges that, except as otherwise expressly set forth in this Lease or the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and that (a) it is fully familiar with no promise by or on behalf of Landlord, any of Landlord’s Constituent Members, the leasing agent of the Project or any of their respective agents, partners or employees, to alter, remodel, improve, repair, decorate or clean the Premises has been made to or relied upon by Tenant, and that no representation respecting the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in goodby or on behalf of Landlord, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsconstituent members, or any of their respective employeesagents, agents partners or inviteesemployees has been made to or relied upon by Tenant, except as provided below and in the Workletter, and further provided that during the three (ii3) Tenant’s failure to properly repair or maintain year period commencing on the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseDate, Landlord shall reimburse Tenant for alterations, improvements and/or refurbishment (collectively, the “Refurbishment”) of the Original Premises, in an aggregate amount not have any obligations or liabilities in connection with to exceed $116,888.00 (ythe “Refurbishment Allowance”). The Refurbishment Allowance shall be payable to Tenant within thirty (30) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered days after presentation to Landlord on or before the Shortfall Notice Deadline of paid invoices, contractor’s sworn statements, final waivers of lien and such Delivery Shortfall gives rise to an obligation other documentation as may reasonably required by Landlord showing that the Refurbishment has been completed and fully paid for in accordance with the requirements of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) Section 14 hereof, provided that any failure undisbursed portion of the Existing Building Systems to be in good working order arising from or in connection with (i) Refurbishment Allowance for which Tenant has not requested reimbursement and submitted the misuseaforesaid documentation within the aforesaid 3-year period, misconducttime being of essence, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofforfeited by Tenant and retained by Landlord without any claim thereon by Tenant.

Condition of Premises. After the Expiration Date or earlier termination of this Lease, or the termination of Tenant’s right to possess the Premises, Tenant acknowledges that neither shall (i) deliver to Landlord nor any agent of the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition, reasonable wear and tear excepted (subject, however, to Tenant’s maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (ii) deliver to Landlord has made any representation or warranty the Premises with respect cleaned floors, (iii) deliver to Landlord all keys and parking and access cards to the condition of Premises, (iv) remove all signage placed on the Premises, the Building or Building, the Project, or with respect to the suitability of Land by or at Tenant’s request, and (v) remove all racking and repair any damage caused thereby. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises, the Building or the Project for the conduct of Tenantunless removal was required as a condition to Landlord’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceconsent thereto. Notwithstanding the foregoing, Tenant shall remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). All items not so removed shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items, and Tenant shall deliver possession pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the Building or unreasonably interfere with other tenants’ use of their premises. Tenant shall, at its expense, repair all damage caused by any work performed by Tenant under this Section 17, provided that in the case of alterations or improvements that Tenant is required to remove, Tenant shall restore the Premises to the condition existing prior to the installation of such alterations. If Tenant (m) in broom clean condition and (n) with the existing base building heatingfails to perform work under this Section 17, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing Tenant shall pay all costs incurred by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at in performing such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation work within ten (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result request thereof.

Condition of Premises. (a) Except to the extent otherwise expressly provided in this Section 2.3, Tenant acknowledges that neither it will accept and occupy the Premises in “AS IS” condition as the Premises exist on the Direct Term Commencement Date, immediately following the termination or expiration of the Prior Lease and Amgen Sublease and of Tenant’s occupancy of the Premises as a subtenant thereunder; provided, however, that the foregoing provisions of this sentence shall be subject to any rebuilding obligations expressly imposed upon Landlord nor under the Prior Lease (to the extent any agent of Landlord such rebuilding is in progress on the Direct Term Commencement Date) or pursuant to a future written agreement (if any) as contemplated in Section 2.1(b)(i) above. Accordingly, except as expressly set forth in this Section 2.3, this Lease has made any representation or warranty no specific delivery requirements with respect to the physical condition of the Premises, Premises as of the Building Lease Commencement Date or as of the Project, or Direct Term Commencement Date; the obligations of the applicable parties with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the physical condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date(including, and (b) Landlord shall have no obligation to alterbut not limited to, repair or otherwise prepare and maintenance obligations) shall be governed by the Premises for Tenant’s occupancy or to pay for or construct any improvements to the PremisesPrior Lease (and, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord between Amgen and Tenant, conclusively establish that by the Premises, Amgen Sublease) for the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything period prior to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Direct Term Commencement Date, and in any such caseby this Lease for the period commencing on the Direct Term Commencement Date. Without limiting the generality of the foregoing, no Delivery Shortfall shall be deemed to have occurred as a result thereofTENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3, NEITHER LANDLORD NOR ANY AGENT OF LANDLORD IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING, THE PREMISES AND THE IMPROVEMENTS THEREIN, OR WITH RESPECT TO THE PRESENT OR FUTURE SUITABILITY OF THE BUILDING, THE PREMISES OR THE IMPROVEMENTS THEREIN FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN, AS OF THE LEASE COMMENCEMENT DATE OR AS OF THE DIRECT TERM COMMENCEMENT DATE.

Condition of Premises. Tenant acknowledges that Except as expressly set forth in this Sublease, neither Landlord Sublandlord nor any agent of Landlord has Sublandlord’s agents, employees, or contractors have made any representation representations, warranties, or warranty promises with respect to the Premises, or the equipment, furniture, or improvements therein situated, if any, or the physical condition or size of the Premises. Subtenant accepts the Premises in its present “as-is where is and with all faults” condition, and subject to normal wear and tear between the Building or date of this Sublease and the Projectdate of occupancy by Subtenant. Except as expressly set forth in the attached Exhibit A, neither Sublandlord nor the Prime Landlord shall be under any obligation to make and/or pay for any alterations, additions, installations, substitutions, improvements, or with respect decorations to the suitability of Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or serving the Premises, which is detailed on the Building attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in force. Subtenant shall not acquire any title or other ownership rights in or to the Project Furniture during the Term; provided, however Subtenant shall have the right to remove all or any portion of same during the Term so long as Subtenant replaces same with other furniture of equal or greater value and quality; provided further, however, Subtenant shall remain responsible to return all of the Furniture to Sublandlord in the event of an early termination of this Sublease. Upon expiration or earlier termination (for the conduct reasons other than an Event of Tenant’s business. Tenant acknowledges that Default) of this Sublease, Subtenant shall: (a) it is fully familiar with be required to purchase the Furniture from Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to the condition of the Premises and agrees to take the same was in its condition “as is” as of the Execution Sublease Commencement Date, normal wear and (b) Landlord shall have no obligation to altertear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements and to the Premises, except with respect to payment extent required by the terms of the TI Allowance Prime Lease. During the Term, Subtenant shall, at Subtenant’s sole cost and expense, insure the Furniture Allowancefor its full replacement value (with Sublandlord named as an additional insured and as loss payee). Notwithstanding Subtenant shall not hold over after the foregoing, Landlord shall deliver expiration of the Term. If Subtenant fails or refuses to surrender possession of the Premises pursuant to Tenant the provisions of this Sublease at the natural expiration or earlier termination of this Sublease (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systemswhich, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking event of possession an earlier termination is due to an earlier termination of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Prime Lease), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure possession shall be construed to Landlord detailing the nature of such failure (be a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinetenancy at sufferance, and provided that, (r) Subtenant shall remain liable to Sublandlord for daily use and occupancy at the Delivery Shortfall was not caused by (or did not arise from) daily rate the greater of: (i) the misuseamount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the terms of the Prime Lease) from Sublandlord, misconduct, damage, destruction, negligence and/or any other action or omission as “Tenant” under the Prime Lease in the event of Tenant, TenantSublandlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, holdover thereunder for the entire Original Premises; (ii) Tenant’s failure to properly repair the amount due on a daily basis during the last month of the Term; or maintain the Premises as required by this Lease, (iii) any modificationsthe amount which would be due if the Premises had been relet at market rent (as reasonably determined by Sublandlord) at the time of such holdover, Alterations or improvements constructed and, in addition to the foregoing, Subtenant shall indemnify, defend (using counsel reasonably determined by or on behalf Sublandlord), and hold Sublandlord harmless from and against all damages, losses, and expenses, including, without limitation, consequential damages, arising from such holdover. To the Sublandlord’s actual knowledge, without duty of Tenant inquiry, no Hazardous Material is present in the Premises (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expenseasbestos), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasecontrary, Landlord under no circumstance shall not have Subtenant be liable for any obligations Hazardous Material present at any time on or liabilities in connection with (y) a Delivery Shortfall about the Premises or the Building, or the soil, air, improvements, groundwater or surface water thereof, or the violation of any laws, orders or regulations, relating to any such Hazardous Material, except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) that any failure of the Existing Building Systems to be in good working order arising foregoing actually results from the release or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action emission of Hazardous Material by Subtenant or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, its agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf employees in violation of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofapplicable environmental laws.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises Suite 120 to Tenant (m) with the Landlord Work Substantially Completed, in vacant, broom clean condition and (n) condition, with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing all Building Systems”) systems in good working order order, and free of all tenancies and other occupancy rights other than Tenant’s pursuant to this Lease. Tenant shall notify Landlord in writing within thirty (30) days after the Commencement Date of any defects in Suite 120 claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work, if any (the “Landlord’s Delivery ObligationSuite 120 Patent Defect Notice”). Tenant is not waiving its right to have Landlord repair any latent defects that may exist (if any) in Suite 120, and Landlord shall have the obligation (as Tenant’s taking of possession of the Premises shallsole remedy) to repair such latent defects, except as otherwise agreed if any, which are discovered by Tenant and reported to Landlord in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is within ninety (90) days after the Execution DateCommencement Date (the “Suite 120 Latent Defect Notice” and collectively with the Suite 120 Patent Defect Notice, the “Suite 120 Defect Notices”). As specified in Section 2.l above, Tenant currently leases the Premises (other than Suite 120) pursuant to the terms of the Existing Lease. Therefore, except for defects stated in the Suite 120 Defect Notices, and subject to any representations, warranties or covenants of Landlord expressly set forth in this Lease, Tenant shall be conclusively deemed to have (a) accepted the Premises “AS IS” in the condition existing on (i) the date of this Lease, as to all of the Premises other than Suite 120, and (ii) as of the date Tenant first takes possession of Suite 120, as to Suite 120, and (b) waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the defects stated in the Suite 120 Defect Notices unless Landlord disputes the existence of any such defects. In the event that of any dispute as to the existence of any such defects, the good faith decision of Landlord’s architect shall be final and binding on the parties. No agreement of Landlord receives a Shortfall Notice on to alter, remodel, decorate, clean or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain improve the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed the Real Property and no representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other eventLandlord to Tenant, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not except as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary may be specifically stated in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from Lease or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Workletter. Nothing in this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Section 2.4 shall be deemed to have occurred as a result thereofrelieve Landlord from any of its duties or obligations expressly set forth in this Lease or the Workletter.

Condition of Premises. Except as set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s 's business. Except as set forth in this Lease, Tenant acknowledges that (a) it is fully familiar with the condition of Tenant agrees to accept the Premises and agrees to take the same in its condition “"as is” " as of the Execution Date, subject to the provisions of this Section 5, the Work Letter and (b) Landlord’s ongoing repair and maintenance obligations. For purposes of Section 1938 of the California Civil Code, Landlord shall have no obligation hereby discloses to alterTenant, repair or otherwise prepare and Tenant hereby acknowledges, that the Premises for Tenant’s occupancy or to pay for or construct any improvements have not undergone inspection by a Certified Access Specialist (CASp). Notwithstanding anything above to the Premisescontrary, except with respect to payment during the first twelve (12) months of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingLease Term, Landlord shall deliver possession will ensure that the base, shell and core of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case Building serving the Premises (collectivelyincluding the mechanical, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”electrical, HVAC and plumbing systems). Tenant’s taking of possession , based solely on a typical, legally compliant occupancy of the Premises shall, except as otherwise agreed to in writing by Landlord and based on Tenant, conclusively establish that 's Permitted Use of the Premises, the Building is in good condition, and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before of any breach of the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leaseforegoing warranty, Landlord shall be responsible, at its sole cost and expense, which shall not have be included in Operating Expenses, for correcting such defects as soon as reasonably possible after receiving notice thereof from Tenant’ provided, however, that if Tenant fails to give Landlord written notice of any obligations or liabilities in connection with items described above within twelve (y12) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Commencement Date, and in then the correction of any such caseitems shall, no Delivery Shortfall subject to Landlord’s repair obligations in this Lease, be Tenant’s responsibility at Tenant’s sole cost and expense; provided, however, that with respect to any HVAC units which Landlord is not replacing (as described below) then such warranty shall be deemed apply to have occurred the entire seventy-two (72) month initial Lease Term. As part of the Tenant Improvement work, Landlord shall replace eight (8) of the existing HVAC units serving the Premises (all as a result thereofdescribed on Exhibit G attached hereto) ensure that the remaining units are in good working order as of the Term Commencement Date.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, other than the Delivery Condition Representations (as defined below). Tenant acknowledges that (a) it is fully familiar with the condition of the Premises, and except for the Delivery Condition Obligations (as defined below), Tenant takes the Premises and agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including Condition Obligations and the Tenant Improvements) or (iv) any other event. Notwithstanding anything in this Lease to the contrary, circumstance or other factor arising or occurring after Landlord hereby represents to Tenant that, as of the Term Commencement Date and Date, (sx) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord Premises shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection comply with (i) the misuseApplicable Laws, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, and (ii) Tenant’s failure to properly repair or maintain the Premises Americans with Disabilities Act, 42 U.S.C. § 12101, et. seq., and any state and local accessibility laws, codes, ordinances and rules (collectively, and together with regulations promulgated pursuant thereto, the “ADA”), as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf the ADA is in effect and interpreted as of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case(y) all Building systems, no Delivery Shortfall including the heating, ventilating, air conditioning, electrical and plumbing systems serving the Premises, shall be deemed in good working order and condition (collectively, the “Delivery Condition Representations”). After the Term Commencement Date, if Tenant discovers any breach of the Delivery Condition Representations, then as its sole remedy, Tenant shall deliver to Landlord written notice describing such breach in reasonable detail (“Delivery Condition Notice”) within one hundred eighty (180) days after the Term Commencement Date (“Delivery Condition Notice Period”), and Landlord shall promptly cure such breach (“Delivery Condition Obligations”). If Tenant fails to give a Delivery Condition Notice within the Delivery Condition Notice Period, then Tenant shall have occurred as no further right to give a result thereofDelivery Condition Notice or rights or remedies with respect to any breach of the Delivery Condition Representations.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building or the Project(as defined in Section 1 of Exhibit B), or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” existing as of such date without regard to any of the Execution DateTenant Improvements, and (b) Landlord shall have no obligation to alter, repair alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any other improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant in the Premises or Tenant’s use of the Premises, and based solely on an unoccupied basis, (including A) does not comply with applicable laws in effect as of the Tenant Improvements) date hereof, or (ivB) any other event, circumstance contains latent defects (not caused by Tenant’s acts or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsomissions), then Landlord shallshall be responsible, at Landlord’s its sole cost and expense which shall not be included in Operating Expenses (and not except as an Operating Expenseotherwise permitted in Section 4.2 hereof), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have for correcting any obligations or liabilities in connection with (y) a Delivery Shortfall except such non-compliance to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as and when required by this Leaseapplicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (iiiB) any modifications, Alterations or improvements constructed by or on behalf of Tenant hereinabove within two (including the Tenant Improvements2) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Lease Commencement Date, and in then the correction of any such caselatent defects shall, no Delivery Shortfall shall subject to Landlord’s repair obligations in Section 7.2 hereof, be deemed to have occurred as a result thereofTenant’s responsibility at Tenant’s sole cost and expense.

Condition of Premises. Tenant acknowledges that neither shall notify Landlord nor in writing within thirty (30) days after the later of Substantial Completion of the Landlord Work or when Tenant takes possession of the Premises of any agent defects in the Premises claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work. Except for defects stated in such notice and except as otherwise provided elsewhere in this Lease, including the second paragraph of Landlord has made any representation or warranty with respect this Section 2.5, Tenant shall be conclusively deemed to have accepted the Premises "as is" in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed promptly and diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to the existence of any such defects, the Building decision of a third party mutually and reasonably agreeable to both Landlord and Tenant shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation regarding the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed has been made by or on behalf of Tenant (including Landlord to Tenant, except as may be specifically stated in this Lease or in the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Workletter. Landlord shall, at Landlord’s its sole cost and expense (and not as an part of Operating Expense)Expenses, promptly remedy repair all latent and/or structural defects in the Delivery Shortfall. Notwithstanding anything to Landlord's Work and the contrary in this structural portions of the Premises and Building during the Term of the Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified for those structural defects caused by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Tenant's particular use of the Existing Building Systems to be in good working order arising from Premises (by way of example and not limitation, excessive floor loads) or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf misconduct of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofits contractors.

Condition of Premises. Upon the expiration or earlier termination of this Lease, Tenant acknowledges shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that neither Landlord nor any agent Tenant is not otherwise obligated to remedy under the provisions of Landlord has made any representation or warranty with respect this Lease. Tenant shall deliver all keys to the condition Premises and the building of which the Premises are a part to Landlord. Upon Tenant's vacation of the Premises, Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the Building same under Section 20.2), and shall remove any Alterations (whether or the Project, or not made with respect Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the suitability Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises, the Building or the Project for the conduct . If Tenant fails to remove any items that Tenant has an obligation to remove under this Section when required by Landlord within ten (10) business days of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition 's receipt of the Premises and agrees Landlord's request to take the same in its condition “as is” as dispose of the Execution Datesaid property, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord items shall, at Landlord’s expense ('s option, become the property of Landlord and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have the right to remove and retain or dispose of the same in any obligations manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or liabilities in connection with (y) a Delivery Shortfall except to the extent disposition of such Delivery Shortfall is identified by Alterations of personal property. Tenant in a Shortfall Notice delivered shall be liable to Landlord on or before the Shortfall Notice Deadline for Landlord's costs of removing, storing and disposing of such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofitems.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect The Premises are subleased to Subtenant upon and subject to the terms and conditions herein set forth, in their “as-is” condition existing on the date of the Premisesthis Agreement, the Building without requiring any alterations, improvements, repairs or the Projectdecorations to be made by Sublandlord, or with respect at Sublandlord’s expense, at the time possession is given to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the PremisesSubtenant, except with respect to payment as set forth in Section 12 of the TI Allowance and the Furniture Allowancethis Agreement. Notwithstanding the foregoing, Landlord Sublandlord and Sublandlord’s sole cost and expense, shall deliver demise the Premises from the 48th floor of the Building by installing a temporary enclosure in accordance with the plans attached hereto as Exhibit D (the “Stairs Enclosure”), which will remain during the entire term of this Agreement. As part of the Stairs Enclosure, Sublandlord will match existing finishes within the Premises. Subtenant hereby acknowledges and agrees that the Stair Enclosure work may proceed after it takes possession of the Premises Premises, and that such work may be conducted during normal business hours. While Sublandlord shall take commercially reasonable measures to Tenant (m) mitigate any disruption in broom clean condition and (n) with Subtenant’s operations or construction of the existing base building heatingImprovements by Tenant, ventilating and air conditioning system and Sublandlord shall not be in default of this Agreement, nor shall any delays caused by the existing base building electrical, lighting and plumbing systems, in each case serving completion of the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Stair Enclosure work affect any of Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)obligations hereunder; provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than if the date (Stairs Enclosure is not completed in accordance with the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice plans attached hereto as Exhibit D on or before thirty (30) days following the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Sublease Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expensedefined below), promptly remedy Subtenant shall have the Delivery Shortfallright, after at least five (5) days written notice to Sublandlord, to complete the Stairs Enclosure and deduct the actual cost of such work from future Rent payable by Subtenant. Notwithstanding anything the foregoing Sublandlord’s architect shall provide a design and pricing plan to create a reception area with elevator identity within the contrary in this Lease, Landlord Premises. Sublandlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to pay the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline cost and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure expense of the Existing Building Systems to be in good working order arising from or in connection original plan and one revision thereto, with any further revisions thereto being taken out of the Improvement Allowance (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofhereinafter defined).

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of leasing the Premises and agrees to take following the same Commencement Date in its condition “as is” as of the Execution Datecondition, and (b) Landlord shall have that no obligation agreements to demise, alter, repair remodel, decorate, clean or otherwise prepare improve the Premises for Tenantor the Building have been made by Landlord or any party acting on Landlord’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancebehalf. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to perform certain alterations and improvements to the Premises (“Tenant’s Work”). Tenant shall be permitted to perform Tenant’s Work (subject to Tenant’s compliance with the provisions of Section 3 of the Lease) through a contractor approved by Landlord, in its reasonable discretion, in advance and pursuant to plans and specifications approved by Landlord, in its reasonable discretion, in advance. Tenant or its contractors shall obtain and pay for insurance (from insurance companies satisfactory to Landlord in its reasonable discretion) in connection with Tenant’s Work, which insurance coverages and amounts shall conform with the coverages and amounts described on Attachment #1 hereto. Tenant shall, prior to the commencement of Tenant’s Work, deliver possession to Landlord certificates of such insurance which certificates shall name Landlord as an additional insured. Tenant’s Work shall be performed in a good and workmanlike manner, lien-free and in compliance with all applicable laws. Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement of the estimated costs of completing Tenant’s Work, including, without limitation, costs of obtaining permits; architectural, engineering and contracting fees; labor and materials and the costs of labor and materials. Such estimate shall be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. All costs of Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to One Hundred Sixty One Thousand Six Hundred Seventy Seven and 50/100 Dollars ($161,677.50), being $7.50 per square foot of rentable area of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallConstruction Allowance”), then Tenant maytoward the cost of Tenant’s Work. The Construction Allowance shall be available solely for the actual, documented cost of Tenant’s Work and shall not be available to pay for Tenant’s furniture, office equipment or other personal property, or as its sole and exclusive remedya rent credit, deliver notice of such failure to Landlord detailing the nature of such failure or for any other purpose. Within (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or Landlord’s receipt from Tenant of any other action or omission of Tenant, invoice for Tenant’s contractors or subcontractorsWork, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasea portion thereof, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except pay to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Tenant, from and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure as part of the Existing Building Systems to be in good working order arising from or in connection with (i) Construction Allowance, the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or amount represented on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofinvoice.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent 1.01 Lessor shall deliver the leased premises in "as is" condition. Subject to Lessee's option to terminate as hereinafter provided, upon delivery of Landlord has made any representation or warranty with respect to the condition of the Premisespossession, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises Lessee covenants and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver unconditional physical possession of the Premises leased premises and accepts the leased premises in "as is" condition without representation by Lessor or any person, firm or corporation on behalf of Lessor as to Tenant the condition thereof, and acknowledges that the leased premises are in satisfactory condition. Subject to Lessee having commissioned an engineering survey within (mseven) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession 7 days of the Premises shalldate of execution hereof, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that during the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation twenty-one (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than 21) days following the date (of execution hereof, Lessee shall have access to the “Shortfall Notice Deadline”) that is ninety (90) days after leased premises for purposes of inspecting the Execution Datecondition of same. In the event that Landlord receives Lessee shall notify Lessor in writing within such 21 day period that Lessee shall have discovered a Shortfall Notice on significant defect or before disrepair in the Shortfall Notice Deadlineleased premises (subject to independent verification, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsif Lessor deems same reasonably necessary), then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy Lessee shall have the Delivery Shortfalloption of terminating this Lease by giving written notice thereof to Lessor within such 21 day period. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure For purposes of the Existing Building Systems to be foregoing sentence, a "significant defect or disrepair" in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall leased premises shall be deemed to mean defects or items of disrepair of such a nature as to require aggregate capital expenditures or repair costs of more than $100,000, within the 120 day period immediately following the commencement date of the term hereof. Upon Lessor's receipt of Lessee's notice to terminate, Lessor shall have occurred as a result thereoften (10) days during which Lessor may nullify and vitiate Lessee's option by agreeing to bear the cost of correction or disrepair in excess of $100,000.00.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Site or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Project, the Site, the Premises, the Leasehold Improvements therein, the Building and the Project Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and that with all work required to be performed by Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails any, pursuant to satisfy Exhibit "D" completed and without any obligation on Landlord’s Delivery Obligation 's part to make any alterations, upgrades or improvements thereto, except as provided in Exhibit "D" and the repair of any latent defects in the Building or Premises (a “Delivery Shortfall”), then excluding any portion of the Premises constructed by Tenant) disclosed by Tenant may, as its sole and exclusive remedy, deliver specified in written notice of such failure to Landlord detailing the nature of such failure within one (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”1) that is ninety (90) days year after the Execution Commencement Date. In Landlord shall cause all latent defects so specified by notice from Tenant to be completed and/or repaired as soon as reasonably possible after Landlord's receipt thereof. As of the event that Landlord receives a Shortfall Notice on or before Commencement Date, the Shortfall Notice Deadlineroof, HVAC system, windows and provided thatseals, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain structural components and all electrical and plumbing systems and equipment serving the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection condition and shall comply with (i) the misuseapplicable laws, misconductordinances and regulations, damageincluding, destructionwithout limitation, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure those pertaining to properly disabled access and hazardous materials. Landlord shall repair or and maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after such components and systems during the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed of this Lease to have occurred as a result thereofthe extent required of Landlord herein.

Condition of Premises. Landlord is leasing the Premises to Tenant "as is", without any representations or warranties of any kind (including, without limitation, any express or implied warranties of merchantability, fitness or habitability), subject to all recorded matters, laws, ordinances and governmental regulations and orders. Tenant acknowledges that that, except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building Property or the Project, or with respect to the suitability of the Premises, the Building or the Project Property for the conduct of Tenant’s business's intended use. Tenant acknowledges represents and warrants that (a) it is fully familiar with Tenant has made its own inspection of and inquiry regarding the condition of the Premises Property and agrees to take the same in its condition “as is” as is not relying on any representations of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premisesbroker with respect thereto, except with respect to payment of the TI Allowance and the Furniture Allowanceas expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall deliver possession of shall, at Landlord's sole cost and expense (except with respect to the "Lab Area" as follows), perform the improvements to the Premises to Tenant as described on Exhibit C attached hereto and made a part hereof using building standard construction methods, materials, colors and finishes (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed set forth on Exhibit C), in a good and workmanlike manner and in compliance with applicable laws, regulations, ordinances, and codes ("Landlord's Work"). The cost of Landlord's Work with respect to the "Lab Area" to be located in writing the Second Floor Premises as shown on Exhibit B (such portion of Landlord's Work being referred to hereinafter as the "Lab Area Work") shall be Tenant's sole responsibility, provided that Landlord and Tenant acknowledge that the cost of Landlord's Work includes, without limitation, a budget of up to Two Hundred Forty Thousand and No/100 Dollars ($240,000.00) contributed by Landlord for the Lab Area Work. Notwithstanding Tenant's obligation to pay for Excess Costs (as defined in the following paragraph), Landlord shall provide an additional tenant improvement allowance of up to Twenty and No/100 Dollars ($20.00) per rentable square foot of the Lab Area, provided, however, that notwithstanding the actual square footage of the Lab Area, the maximum amount of such allowance shall be Sixty Thousand and No/100 Dollars ($60,000.00) (the "Additional Allowance"), for use by Tenant in the event that Tenant requests changes to the scope with respect to the Lab Area Work that increase the cost of such work in excess of the foregoing budget. The amount of the Additional Allowance utilized by Tenant shall be amortized as Base Rent over the Initial Term at a rate of $0.019 per rentable square foot of the total Premises per year for each dollar ($1.00) of the Additional Allowance utilized by Tenant, conclusively establish that up to a total of an additional $0.38 per rentable square foot (i.e., $19,257.64) per year for the Premises, Initial Term in the Building and event Tenant utilizes the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation entire Additional Allowance. Within fifteen (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”15) that is ninety (90) business days after the Execution Datedate on which the total increase to the Base Rent resulting from Tenant's use of the Additional Allowance has been determined, Landlord and Tenant shall execute and deliver an amendment to this Lease memorializing the increase in the Base Rent for the Initial Term. From and after the date hereof, subject to the preceding paragraph with respect to the Lab Area Work, Tenant may not request any changes to Landlord's Work. If, notwithstanding the foregoing, after the date hereof Tenant requests any changes to Landlord's Work which will either increase the cost of Landlord's Work or the time necessary to complete Landlord's Work, Landlord shall not be required to make such changes to such plans and complete such changed work unless Tenant pays to Landlord all costs associated with such change and/or delay (the "Excess Costs"), but Excess Costs shall not include any Rent payable by Tenant for such period of delay to the extent such Rent is payable by Tenant pursuant to another provision of this Lease. Such Excess Costs shall be paid to Landlord as follows: 50% prior to commencement of construction of such change and 50% upon completion of such changes. Any changes to Landlord's Work requested by Tenant shall be in the form of a written request for change order to be submitted by Tenant to Landlord, who shall, within a commercially reasonable time period specified by Landlord, provide a written estimate of the cost and time necessary to perform the additional work contemplated by such request for change order. Tenant shall approve or reject such estimate within the time period specified by Landlord therein. Any increases to the cost of Landlord's Work resulting from Tenant's request of above-standard materials, colors, or finishes (including without limitation wiring and cabling; workstations; furniture, fixtures, and equipment; appliances; and specialty equipment) pursuant to a change order shall be treated as Excess Costs. In the event that Tenant requests additional funding for the Lab Area Work in excess of the Additional Allowance, such excess amount shall be treated as Excess Costs. Landlord receives shall engage Xxxxxxxxxx Associates Construction Corporation ("Landlord's General Contractor") to perform Landlord's Work. The Lab Area Work shall be performed on an open book basis; Landlord's General Contractor shall obtain, to the extent feasible, at least two (2) bids from qualified bidders for each portion of the Lab Area Work. The selection and award of the Lab Area Work to the successful bidders shall be made by Landlord based upon Landlord's determination of the lowest most qualified bid. Landlord's General Contractor shall be entitled to a Shortfall Notice on or before payment in an amount equal to four percent (4%) of the Shortfall Notice Deadlineactual cost of the Lab Area Work for general overhead costs and a payment in an amount equal to four percent (4%) of the actual cost of Lab Area Work for profit, which amounts shall be included in the cost of the Lab Area Work. During the construction of the Lab Area Work, Landlord shall provide to Tenant a monthly summary of all expenses incurred in connection with the Lab Area Work. On the respective Possession Dates, Landlord's Work with respect to the Third Floor Premises and the Second Floor Premises (including without limitation the Lab Area Work) shall comply with applicable laws, regulations, ordinances, and provided thatcodes, and the Third Floor Premises and Second Floor Premises shall comply with applicable laws, regulations, ordinances, and codes to the extent required to obtain a certificate of occupancy for the Permitted Uses for the Premises. Landlord's Work shall include, without limitation, the installation of new concrete pavers on the Patio. Landlord shall be responsible, at its sole expense, for demising the Premises into a single contiguous space and demising base building mechanical, electrical, and plumbing systems. Tenant shall be responsible, at its sole expense, for the cost of any furniture for the Patio area. Notwithstanding Tenant's maintenance obligations with respect to the Premises set forth in Section 5.5 hereof, Landlord shall repair, at its sole expense, any elements of Landlord's Work that are discovered to be defective or damaged (rother than due to the negligence or willful misconduct of Tenant or its agents, employees, contractors, and invitees) within the Delivery Shortfall was not caused by one (or did not arise from1) (i) year period commencing on each of the misuserespective floors' Possession Dates, misconduct, damage, destruction, negligence and/or and Landlord shall enforce any other action or omission and all warranties it has obtained with respect to Landlord's Work for the benefit of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems warranties to be in good working order arising from or in connection with (i) on commercially reasonable terms and customary for the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftrades involved.

Condition of Premises. Tenant acknowledges Within sixty (60) days of Lease signature, Landlord shall (i) demise the premises with a code-compliant, insulated, taped, and sealed demising wall in accordance with the plans approved by Tenant, (ii) ensure that neither Landlord nor any agent all building systems (including but not limited to mechanical, electrical, plumbing, and sprinkler) serving the demised Premises are in proper-working, code-compliant order, (iii) ensure the existing Premises, restrooms, common areas, and access paths are code and ADA compliant, and (iv) ensure the Building is supplied with 3 phase 480v, 800 electrical service (collectively, “Landlord’s Work”). All of Landlord has made any representation or warranty Landlord’s Work shall be done in a good and workmanlike manner in compliance with respect all building codes, laws and regulations applicable to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Building. Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and agrees that they are in satisfactory condition except for any punch list of unsatisfactory items of which Tenant gives written notice to take Landlord within ten (10) days after the same in Commencement Date which shall be corrected or repaired by Landlord within thirty (30) days after the Commencement Date. Landlord and Tenant may mutually agree to allow Tenant to perform the Landlord’s Work, subject to complete reimbursement by Landlord to Tenant. Tenant, at its condition “as is” as of the Execution Datesole cost and expense, shall perform all other alterations, improvements and (b) Landlord shall have no obligation other work necessary to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“use other than Landlord’s Delivery Obligation”)Work. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to All such work shall be done in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Dateaccordance with Section 14 below. In the event that Landlord receives a Shortfall Notice on or before fails to deliver to Tenant the Shortfall Notice DeadlinePremises with Landlord’s Work within sixty (60) days of Lease signature, Tenant shall have the right to terminate this Lease and provided that, (r) in such case Tenant shall be relieved of all obligations and liabilities under this Lease. Tenant shall substantially complete the Delivery Shortfall was not caused by (or did not arise from) (i) construction of the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure improvements to properly repair or maintain the Premises as required described on Exhibit C attached hereto (“Tenant’s Work”). Tenant’s plans and specification for Tenant’s Work are subject to Landlord’s approval which must be received prior to the commencement of Tenant’s Work, such approval not to be unreasonably withheld, conditioned, or delayed. All Tenant’s Work shall be done in a good and workmanlike manner in compliance with all building codes and regulations applicable to the Building. Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that they are in satisfactory condition. Any punch list of unsatisfactory items of which Landlord gives written notice to Tenant within ten (10) days after the Commencement Date shall be corrected or repaired by this LeaseTenant within ten (10) days of delivery of such notice. Landlord shall provide Tenant with a tenant improvement allowance in the amount of TWO MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($2,700,000.00) (“Tenant Improvement Allowance”) to pay a portion of Tenant’s build out costs, including but not limited to Tenant’s Work and all soft and hard costs related thereto. The Tenant Improvement Allowance will be used only for the cost of improvements to the real property and not for the cost of personal property or other expenses except for the following costs: architectural costs; engineering costs;; cabling;; and any other costs expressly approved in writing by Landlord. The Tenant Improvement Allowance will be released to Tenant in proportion to the total cost of Tenant’s improvements within thirty (iii30) days of receipt by Landlord of the construction invoices along with lien waivers for any modifications, Alterations or improvements constructed by or on behalf of Tenant (including previous invoice paid. In addition to the Tenant Improvements) or (iv) any other eventImprovement Allowance, circumstance or other factor arising or occurring after in the Term Commencement Date and (s) Landlord agrees that event Tenant performs the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseWork, Landlord shall not have any obligations or liabilities in connection reimburse Tenant for the cost associated with (y) a Delivery Shortfall except Landlord’s Work. Should Tenant perform Landlord’s Work, the work must be bid and invoiced separately by Tenant’s contractor and approved by Landlord prior to the extent commencement of Landlord’s Work. Landlord reserves the right to contract, and pay for, Landlord’s Work directly in which case Landlord shall not reimburse Tenant for Landlord’s Work, but shall actually perform such Delivery Shortfall is identified work. Any punch list of unsatisfactory items of which Landlord gives written notice to Tenant within ten (10) days after the Commencement Date shall be corrected or repaired by Tenant within ten (10) days of delivery of such notice. Nothing contained in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall paragraph shall be deemed to have occurred as a result thereofrelieve Landlord of its obligation under this Lease to construct and pay for Landlord’s Work.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building or Premises in its "As Is" condition on the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition date Landlord delivers possession of the Premises to Tenant and agrees to take on the same in its condition “as is” as of the Execution Lease Commencement Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the 1020 Premises and that portion of the 1010 Premises designated "Lab & Warehouse" on Exhibit A-4 attached hereto (the "1010 Lab Space") to Tenant within one (m1) business day after the mutual execution and delivery of this Lease (and Tenant's delivery of all other items required to be concurrently delivered to Landlord, e.g., Security Deposit, evidence of insurance, etc.). Landlord shall use commercially reasonable efforts to deliver possession of that portion of the 1010 Premises designated "Office Space" on Exhibit A-4 attached hereto (the "1010 Office Space") to Tenant on or prior to February 1, 2016. If Landlord does not deliver possession of the 1010 Office Space to Tenant on or before February 1, 2016 (the "Outside Delivery Date"), as such date shall be extended day for day for each day Landlord is delayed in broom clean condition delivering possession of the 1010 Office Space to Tenant as a result of events of Force Majeure (as defined in Section 24.17 below and which for purposes of this Lease shall not include the failure or refusal of a tenant to vacate or surrender possession of any portion of the 1010 Office Space), then Landlord shall xxxxx one (n1) with day of Base Rent otherwise payable for the existing base building heating, ventilating and air conditioning system and 1010 Office Space at the existing base building electrical, lighting and plumbing systems, in each case serving per diem rate of $.07 per rentable square foot of the Premises 1010 Office Space (collectively, the “Existing Building Systems”"Delay Abated Rent") in good working order for every one (“Landlord’s Delivery Obligation”). Tenant’s taking 1) day of delay that Landlord fails to deliver possession of the Premises shall, except 1010 Office Space to Tenant beyond the Outside Delivery Date (as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”so extended); provided, furtherhowever, the Lease Expiration Date for the entire Premises shall be extended on a day-for-day basis for each day that any Shortfall Notice must Tenant is entitled to Delay Abated Rent pursuant to this Section 1.2. The abatement right afforded to Tenant under this Section 1.2 shall be received by Landlord no later than Tenant's sole and exclusive remedy for Landlord's failure to deliver possession of the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice 1010 Office Space to Tenant on or before the Shortfall Notice Deadline, and provided that, (r) the Outside Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall as it may be deemed to have occurred extended as a result thereofprovided hereinabove.

Condition of Premises. Tenant acknowledges hereby acknowledges: (a) that neither Landlord nor any agent of Landlord it has made any representation or warranty satisfied itself with respect to the condition of the Leased Premises and the present and future suitability of the Leased Premises for Tenant's intended use; (b) that Tenant has made such investigation as it deems necessary with reference to such matters and is satisfied with reference thereto and assumes all responsibility therefore as the same relate to Tenant's occupancy of the Leased Premises and/or the terms of this Lease; (c) that neither Landlord, 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) that Tenant accepts the Leased Premises in "as is" condition. Except as hereinafter provided in Section 7.2 and Section 7.3, Tenant agrees to be solely responsible for maintaining the Leased Premises, the Building or Tenant Parking Area, the ProjectEntrance Driveway, or with respect to and the suitability landscaped area of the Premises, Site located around the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Leased Premises and agrees to take between the same Leased Premises and University Avenue and each and every part thereof, in its condition “as is” as of the Execution Date, good repair and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) in full compliance with applicable laws throughout the existing base building heatingterm of this Lease, ventilating reasonable wear and air conditioning system use only excepted and the existing base building electricalagrees, lighting and plumbing systemswithout limitation, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) to: (i) maintain, repair and replace the misusesystems serving the Leased Premises including but not limited to the HVAC, misconductgas, damageelectric water, destructionsewer, negligence and/or any security alarm system and sprinkler system, telephone and all other action or omission of Tenantutilities serving the Leased Premises, Tenant’s contractors or subcontractorsand all pipes, or any of their respective employees, agents or inviteesconduits and the like, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Leasegrounds, landscaping and other natural features, (iii) any modificationsmaintain, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or repair, resurface and promptly remove snow and ice from all utilized parking areas, driveways and walkways, (iv) repair or replace any other eventcracked or broken glass, circumstance or other factor arising or occurring after the Term Commencement Date and (sv) Landlord maintain, repair and replace the interior portions of the Leased Premises. All work performed by Tenant shall be done in a good and workmanlike manner consistent with the quality of the original construction and in compliance with all applicable laws, ordinances and regulations relating thereto. Tenant further agrees that the Delivery Shortfall referenced Leased Premises shall be kept and maintained throughout the term of this Lease in such Shortfall Notice existscompliance with all laws, then Landlord shallordinances, at Landlord’s expense (rules and not as an Operating Expense), promptly remedy regulations of any duly constituted governmental authority having jurisdiction over the Delivery ShortfallPremises. Notwithstanding anything to the contrary in this Lease, Landlord Tenant shall not have permit or commit any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofwaste.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it Tenant is fully currently occupying the Premises, is familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, subject to the provisions of this Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the Furniture Allowance. Notwithstanding the foregoing, improvements to be performed by Landlord shall deliver possession of the Premises to Tenant (m) as more particularly described in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order Exhibit C attached hereto (“Landlord’s Delivery ObligationWork”). TenantThe Landlord’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord Work shall be completed at Landlord’s sole cost and Tenant, conclusively establish that the Premises, the Building expense and the Project were at such time in good, sanitary and satisfactory condition and repair and that costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Delivery Obligation was satisfiedWork no later than December 31, 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord fails to satisfy does not complete Landlord’s Delivery Obligation (a “Delivery Shortfall”)Work prior to such date for any reason, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must x) this Lease shall not be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on void or before the Shortfall Notice Deadline, and provided thatvoidable, (ry) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be liable to Tenant for any obligations loss or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline damage resulting therefrom and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) Tenant shall not be responsible for the payment of any failure of the Existing Building Systems to be in good working order arising from Base Rent or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any Share of their respective employees, agents or invitees, Operating Expenses (iias defined below) Tenantuntil Landlord completes Landlord’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of TenantXxxxxx’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to for performance of the Tenant Improvements and, if properly requested by Tenant, payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) on the Term Commencement Date with the existing base building Tenant Improvements in substantial compliance with Applicable Laws as required for Tenant’s occupancy of the Premises for typical general office and lab uses, broom clean, and with the heating, ventilating and air conditioning system and the existing base building conditioning, electrical, lighting fire sprinkler and plumbing systems, in each case systems serving the Premises (collectively, the “Existing Building Systems”) in good working order order, condition and repair (such obligation, “Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety sixty (9060) days after the Execution Term Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, Landlord shall, at Landlord’s expense (and provided thatnot as a part of Operating Expenses), (r) promptly remedy the Delivery Shortfall. Landlord shall not have any obligations or liabilities in connection with a failure to satisfy Landlord’s Delivery Obligation except to the extent such failure is identified by Tenant in a Shortfall was Notice delivered to Landlord on or before the Shortfall Notice Deadline. Notwithstanding anything to the contrary in this Lease, Landlord shall not caused by have any obligations or liabilities in connection with any failure of the above referenced systems to be in good working order, condition or repair due to any event, circumstance or other factor arising or occurring after the Term Commencement Date (or did not arise from) including, without limitation, (i) the misuse, misconduct, damage, destruction, negligence and/or any other action act or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, or (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges Upon expiration or other termination of this Lease, the Solar Arrays and any improvements constructed on, stored at, or brought onto the Leased Premises by Tenant, including any trade fixtures or signs, shall be removed by Tenant, and the Leased Premises shall be restored to substantially the same condition that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to existed upon the condition Commencement Date of the PremisesLease, normal wear and tear excepted and also excluding any need for Tenant to remedy site work (including, for example and without limitation, tree removal and site grading, if applicable) that was performed by Tenant to prepare the Leased Premises for the installation of the Solar Array (collectively, the Building “Tenant Removal Obligation”). All trade fixtures and signs, whether by law deemed to be a part of the realty or not, installed by the ProjectTenant at any time or anyone claiming under the Tenant, shall remain the property of the Tenant or persons claiming under the Tenant and may be removed by the Tenant or anyone claiming under the Tenant at any time or times during the Lease Term. If Tenant does not complete the Tenant Removal Obligation within one hundred twenty (120) days after expiration or other termination of the Lease, or with respect such additional time as may be granted by Landlord (the “Tenant Removal Period”), Landlord shall have the right, at its option and upon prior written notice to the suitability of the PremisesTenant, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with to remove the condition of System from the Premises and agrees to take store the same in its condition “as is” as of the Execution DateSystem, or sell it for salvage value, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare restore the Premises for to substantially the same condition that existed as of the Commencement Date of the Lease, reasonable wear and tear excepted, all at Tenant’s occupancy or sole cost and expense, including any warehousing costs but less any actual sales amount for salvage; in the event that the sales amount for salvage exceeds the cost and expenses Landlord incurs to pay for or construct any improvements to remove the System, restore the Premises, except with respect to payment of and sell the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)equipment, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall excess proceeds shall be deemed paid to have occurred as a result thereofTenant.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) on the Commencement Date free of all tenants and occupants and otherwise in broom clean condition and (n) compliance with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving this Lease. Tenant has inspected the Premises and agrees (collectively, the “Existing Building Systems”a) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of to accept possession of the Premises shallin the condition existing as of the Commencement Date, in “as is” condition, excepting only Latent Defects, (b) that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises or the Building, and (c) except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that for payment of the Premises, the Building Allowance and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatContribution, if Landlord fails has no obligation to satisfy perform any work, supply any materials, incur any expense or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy. Tenant shall notify Landlord promptly after it becomes aware of any Latent Defects. If Tenant does not notify Landlord’s Delivery Obligation , of a Latent Defect within one hundred twenty (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90120) days after the Execution Commencement Date, then Landlord shall have no further liabilities or obligations of any kind, in connection therewith. In Latent Defects shall include only defects in the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlinePremises, and provided thatin no event shall Latent Defects include defects of any kind or description in or with respect to the Building and/or the Building systems. Promptly after the Commencement Date, (r) Tenant shall, at its own cost and expense, in accordance with and subject to the Delivery Shortfall was not caused by (terms and provisions of this Lease, perform or did not arise from) (i) cause to be performed any and all work necessary to prepare the misusePremises for Tenant’s initial occupancy, misconduct, damage, destruction, negligence The Building is equipped with telecommunications systems for RCN and Verizon. Landlord shall provide Tenant and/or any other action or omission Tenant’s telecommunications companies with the access to the existing conduits and chases of the Building for the installation and operation of Tenant’s telecommunication systems, including but not limited to voice, video, data and other telecommunications services; provided, however, that any such access, installation and operation shall be subject to Landlord’s prior approval in each case, which approval will not be unreasonably withheld, conditioned or delayed. Tenant’s contractors or subcontractors, or occupancy of any part of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises shall be conclusive evidence, that Tenant has accepted possession of the Premises in its then-current condition, and that at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges Sublessor shall deliver to Sublessee the Premises in an “As Is, Where Is” condition, excepting same shall be in a broom clean condition, and Sublessee shall be responsible, at its sole cost, for any desired improvements (including, but not limited to, carpeting, partitions, ceiling tiles, wall treatment and/or lighting). Sublessee shall provide Sublessor with copies of the plans for any improvements and obtain Sublessor’s and Lessor’s written approval prior to commencing any improvements. All interior improvements that neither Landlord nor any agent are located within the Premises as of Landlord the date Sublessee occupies the Premises and are owned by Sublessor, which may include furniture, equipment, cabling, telephone systems, computer systems and Premises-specific HVAC equipment, shall be collectively hereinafter referred to as “Sublessor’s Premises Assets”. If Sublessor’s Premises Assets have been transferred to Sublessee pursuant to that certain Acquisition Agreement by and between Sublessee, Sublessor, and ADC Broadband Access Systems, Inc. dated May , 2004 (“Acquisition Agreement”), then Sublessee has made any representation or warranty with respect acquired the Sublessor’s Premises Assets. If Sublessor’s Premises Assets have not been transferred to the Sublessee pursuant to the Acquisition Agreement, then Sublessor shall lease the Sublessor’s Premises Assets to Sublessee for the Term hereof in their “AS IS” condition existing as of the date Sublessee occupies the Premises, subject to Sublessee’s obligation to maintain Sublessor’s Premises Assets during the Term in the same condition existing as of said occupancy date, excepting only reasonable wear and tear. Sublessee hereby accepts the premises in their “AS IS” condition existing as of the date Sublessee occupies the Premises, subject to all applicable Laws (as hereinafter defined) governing and relating to the use of the Premises, the Building . Sublessee acknowledges that Sublessor has not made any representations or the Project, or with respect warranty as to the suitability of the Premises, the Building or the Project Premises for the conduct of TenantSublessee’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alterconstruct, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premisesat its expense, the Building and the Project were at Leased Premises in accordance with plans and specifications to be agreed upon by Landlord and Tenant and which are consistent with the plans and specifications which are or shall be attached to the agreement between Landlord and Tenant attached to this Lease as Exhibit “C” (“Plans and Specifications”) (such time work and improvements to be completed by Landlord in good, sanitary and satisfactory condition and repair and that order to provide the Leased Premises to Tenant referred to as “Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Work”). The Landlord’s Delivery Obligation Work will comply with all applicable laws, ordinances, rules, codes and regulations of governmental authorities. Landlord agrees to perform Landlord’s Work subject to force majeure as defined in Section 16.15 and shall give Tenant thirty (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver 30) days written notice of such failure the day on which Landlord’s Work shall be substantially completed. Tenant shall have the right and privilege of going onto the Leased Premises to complete interior decoration work and to prepare the Leased Premises for its occupancy, provided, however, that its schedule in so doing shall be communicated to Landlord detailing and the nature approval of such failure (a “Shortfall Notice”)Landlord secured so as not to interfere with other work of Landlord being carried on at the time; provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event and provided further that Landlord receives shall have no responsibility or liability whatsoever for any loss or damage to any of Tenant’s leasehold improvements, fixtures, equipment or any other materials installed or left in the Leased Premises prior to the Commencement Date except for damage caused solely by the negligence or intentional misconduct of Landlord or its contractors. All construction associated with the Landlord’s Work will be done in a Shortfall Notice good workmanlike manner using materials in accordance with the Plans and Specifications and will not vary in any substantial manner without Tenant’s prior written consent. Landlord shall commence construction of the Building and the Leased Premises and completion of the Landlord’s Work as soon as practical following approval of the final Plans and Specifications, which is anticipated to occur on or before the Shortfall Notice DeadlinePlans and Specifications Approval Date, and provided thatshall substantially complete the same with all reasonable dispatch, (r) and in any event prior to the Delivery Shortfall was not caused by (or did not arise from) dates as set forth below. For purposes of this Lease, “substantially complete” means (i) completing the misuse, misconduct, damage, destruction, negligence and/or any other action Landlord’s Work so that the only incomplete items are minor or omission insubstantial details of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, construction; (ii) Tenant’s failure , its employees, agents, invitees and contractors have ready access to properly repair or maintain the Premises as required by this Lease, Leased Premises; and (iii) any modifications, Alterations or improvements constructed the fixtures and equipment to be installed by or on behalf of Tenant (including Landlord are installed and in good operating order. If the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (Work is not completed and a certificate of substantial completion or an equivalent certificate issued by the architect or general contractor for the Leased Premises is not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord obtained on or before December 1, 1999 (the Shortfall Notice Deadline “Penalty Date”), and such Delivery Shortfall gives rise to an obligation delays are not caused by Tenant or excused by Section 16.15, Tenant will receive reimbursement of all consequential costs and damages incurred or sustained by Tenant resulting from such delayed possession (after reducing any damages by taking into account amounts paid by Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease). If such costs and damages are not reimbursed by Landlord within sixty (60) days after receipt by Landlord of a written demand including an accounting of such costs and damages, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the shall have a right to set-off such costs and damages against Rental. Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed entitled to have occurred as a result thereofterminate this Lease upon written notice to Landlord if Landlord’s Work is not substantially complete by May 1, 2000.

Condition of Premises. REPAIRS - ------------------------------------------- CLEAN AND SANITARY AND REPAIRS: ------------------------------- Tenant acknowledges that neither Landlord nor shall keep the Premises in good condition, repair and appearance. Tenant shall quit and surrender the Premises at the end of the Term in good condition, reasonable wear and tear excepted, and shall not make any agent alterations, additions or improvements to the Premises without the prior written consent of Landlord has made any representation or warranty with respect as to the condition alterations, additions or improvements and as to the contractor selected by Tenant to undertake same, which consent shall not be unreasonably withheld; provided, however, that in the event Landlord does consent to Tenant's making any alterations, additions or improvements, Landlord reserves the right, up to thirty (30) days prior to the end of the PremisesTerm, the Building or the Projectto demand that Tenant remove said alterations, additions, or with respect improvements or leave same. In the event that Landlord requires the removal of said alterations, additions, or improvements, then Tenant shall restore the Premises to their condition prior to the suitability installation of said, alterations, additions or improvements. All erections, alterations, additions and improvements which are permanent in character which may be made upon the Premises either by Landlord or Tenant, except furniture or movable fixtures, machinery and equipment installed at the expense of Tenant, shall be the property of the PremisesLandlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or sooner termination of this Lease, the Building or the Project for the conduct of without compensation to Tenant’s business, unless Landlord has required their removal as aforesaid. Tenant acknowledges that (a) it is fully familiar with the condition of further agrees to keep the Premises and agrees to take all parts thereof, including, but not limited to, the same in its condition “as is” as of the Execution Dateloading docks, electrical wiring, plumbing and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system equipment, platforms, windows, walkways, exits and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed entrances to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building in a clean and the Project were at such time in good, sanitary and satisfactory condition and repair free from trash, snow, ice, inflammable materials and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofobjectionable matter.

Condition of Premises. Landlord's sole construction obligations, if any, regarding Tenant acknowledges that neither Landlord nor any agent Improvements for the Premises and the obligations of Landlord has made any representation or warranty Tenant with respect to the condition Tenant Improvements, are set forth in the Work Letter attached as Exhibit "C". It is acknowledged and agreed that all Tenant ----------- Improvements under this Lease are and shall be the property of the Premises, the Building Landlord from and after their installation. The taking of possession or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition use of the Premises and agrees to take the same by Tenant for any purpose other than as provided in its condition “as is” as of the Execution Date, and (b) Landlord Section 3.3 shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that Tenant has inspected the PremisesPremises and accepts them as being in good and sanitary order, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then the Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing Improvements have been constructed in accordance with the nature of such failure (a “Shortfall Notice”)Plans; provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than the date Tenant shall have a period of thirty (the “Shortfall Notice Deadline”) that is ninety (9030) days after taking possession of the Execution DatePremises in which to notify Landlord in writing of any construction deficiencies or defects and any uncompleted punch list items (the punch list shall be limited to items required to be accomplished by Landlord under the Work Letter) and, except as hereafter provided, Landlord will repair, replace or complete at its expense all items referenced in such notice within thirty (30) days after receipt of such notice, subject to Unavoidable Delay, or as soon thereafter as Landlord, acting in good faith, can repair, replace or complete the same. In If Landlord reasonably contends that a particular item in such notice is not justified, the event that Landlord receives a Shortfall Notice on parties will refer the issue to Landlord's Space Planner for resolution. Landlord's Space Planner's determination shall be final and binding upon the parties. Nothing in this Section 3.6 shall limit or before expand Landlord's maintenance and repair obligations set forth in Article IX. Article XVIII notwithstanding, Tenant's acceptance of the Shortfall Notice Deadline, and provided Premises is with the understanding that, (r) as other tenants lease space in the Delivery Shortfall was not caused by (or did not arise from) (i) Building from time to time, certain noise, distractions and other inconveniences with respect to the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant Project (including the Tenant ImprovementsBuilding and the parking area) may result from the construction or (iv) any renovation of tenant improvements or the moving of such other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of tenants into their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofpremises.

Condition of Premises. Tenant Lessee acknowledges that neither Landlord receipt of the Premises in a clean condition and in good order and repair, without exception, except for such deficiencies as Lessee sets forth in a written list of deficiencies supplied by Lessee to Lessor within 3 days of the commencement of tenancy. This requirement is intended to protect Lessee against erroneous charges. Lessee acknowledges receipt of an Inventory and Condition Report to be completed and returned to Lessor to be used for such purpose. Lessee shall: (a) keep the Premises in a clean and sanitary condition; (b) dispose of all rubbish, garbage and waste in a clean and sanitary manner; (c) properly use and operate all electrical, gas and plumbing fixtures and keep the same in a clean condition; (d) not permit any person, in or about the Premises with Lessee’s consent, to deface, damage or remove any part of the structure in which the Premises are located nor the facilities, equipment or appurtenances thereto or thereon, nor himself/herself to do any agent such thing; (e) occupy and use the Premises in the manner in which they are designated and intended to be occupied and used. Lessee shall be liable for the expense of Landlord has made any representation repair caused by Lessee’s failure to comply with conditions. Lessee shall not alter the Premises nor wallpaper any portion thereof, nor repair any damage thereto, except with Lessor’s written consent before or warranty after an initial inspection on termination per Civil Code Section 1950(b). Lessee is obligated to do any repair-of-damage work or cleaning only through licensed, insured professionals approved in advance by Lessor in writing and to provide Lessor with respect to releases from such individuals evidencing full payment for any such repair or cleaning work, Lessee shall not install or use any dishwasher, clothes washer, clothes dryer or air conditioner in or about the condition of Premises except those which may be supplied by Lessor. MOLD FREE: On moving in, Lessee will carefully inspect the Premises, particularly the Building or the Project, or with respect to the suitability of bathroom and all window tracks throughout the Premises, for mold. If mold is found, LESSEE will report it to the Building Lessor within 3 days of taking occupancy by way of providing Lessor with a written maintenance request form. Lessor shall respond to same with reasonable promptness. If mold is not so reported, it shall be conclusively presumed that the Premises were delivered to Lessee mold free. Lessee understands that any growth of mold is primarily due to conditions over which Lessee, not Lessor, has control, namely moisture and ventilation. Lessee agrees to (1) Wipe down shower interiors and fixtures following each use, (2) “Crack” the bathroom window during or immediately following showering, so as to ventilate steam/moisture, and (3) If there is a fan in the Project for bathroom, run it while showering. Any amenities that do not affect the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition habitability of the Premises and agrees to take the same in its condition “such as is” as of the Execution Dateswimming pools, barbeque areas, and (b) Landlord shall have no obligation to alterpatio or picnic furniture, repair may be reduced or otherwise prepare removed at the Premises for TenantLessor’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance sole discretion and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice reduction or removal of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord amenity shall not have any obligations or liabilities in connection with (y) constitute a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation material breach of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofLease Agreement.

Condition of Premises. Except as otherwise provided herein to the contrary (including without limitation Landlord’s ongoing repair and maintenance obligations), Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” and “without any representations or warranties,” and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and except for matters or conditions that could not reasonably be detected by a reasonably careful inspection, 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 condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, Premises or the Building or the Project for the conduct of Tenant’s business. business and Tenant acknowledges expressly represents and warrants that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Building in its condition decision to enter into this Lease and let the Premises in an “As Is” condition. The Premises shall be initially improved by Tenant as is” as of the Execution Dateprovided in, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelysubject to, the terms and conditions of Exhibit B attached hereto and made a part hereof. The Tenant Improvements (as defined in Exhibit B), together with any subsequent Alterations during the Term of this Lease, may be collectively referred to herein as the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Premises Improvements.” The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, Premises and the Building and the Project were at such time in goodsatisfactory condition. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; but subject to payment by and/or reimbursement from Tenant as otherwise provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) herein: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Building pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Building, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Building Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise and (iii) to comply with any modifications, Alterations Law with respect thereto or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced regulation thereof not currently in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfalleffect. Notwithstanding anything to the contrary in this Lease, Landlord shall not have attempt to perform any obligations or liabilities such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, so long as the activities by Landlord set forth in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, and (ii) do not unreasonably interfere with Tenant’s failure operations in the Premises, Tenant shall not be permitted to properly repair withhold or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance reduce Rent or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Tenant acknowledges agrees to accept delivery of the applicable portion of the Premises in “as is” condition, subject to Landlord’s obligations under the following paragraph, and agrees that neither Landlord nor it is not relying on any agent representations of Landlord has made any representation or warranty with respect Landlord’s agents or employees as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alterwith respect thereto, repair or otherwise prepare except as may be expressly set forth in this Lease. Landlord represents that Landlord has owned the Premises for Tenantsince 2007 and to the best of Landlord’s occupancy or to pay for or construct any improvements to knowledge, but without investigation since its acquisition of the Premises, except with respect to payment as of the TI Allowance Date of this Lease, the foundation, stairwells and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession other structural elements of the Premises to Tenant Building, the Building envelope (m) in broom clean condition including, without limitation, exterior walls, roof, roof membrane, windows and (n) with doors), the existing base building Building electrical, plumbing, fire sprinkler, lighting, and heating, ventilating and air conditioning system (“HVAC”) systems, and the existing base building electrical, lighting bathrooms and plumbing systems, elevators in each case serving the Premises (collectively, the “Existing Building Systems”) are in good working order operating condition and in material compliance with applicable building codes, laws and the Declaration (“Landlord’s Delivery Obligation”as defined in Section 4.2.2). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an part of Operating Expense)Costs, promptly remedy repair (or replace as necessary in Landlord’s discretion) any of the Delivery Shortfallforegoing which, through no fault of Tenant, is found not to be in such condition on the date possession of any portion of the Premises is delivered to Tenant. Notwithstanding anything to In addition, as soon as practicable, but not later than ten (10) days after the contrary in Date of this Lease, Landlord, at Landlord’s sole expense and not as part of Operating Costs, shall flush all floor drain systems and associated plumbing in the Premises and Landlord shall not have any obligations or liabilities in connection provide Tenant with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in report from a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with reputable HVAC vendor either (i) confirming that the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsHVAC system in the Building is in good operating condition, or any of their respective employees, agents or invitees, (ii) Tenant’s failure identifying the repairs and/or maintenance required to properly repair or maintain put the Premises as required by this LeaseHVAC system in such condition, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including in which case Landlord shall promptly comply with its obligations specified in the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after preceding sentence with respect to the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofHVAC system).

Condition of Premises. subject to the completion of Landlord's Work, as described in the Rider Tenant has had the opportunity to examine the Premises and hereby agrees to accept them in the "as is" condition existing on the Commencement Date*. Tenant further acknowledges that neither Landlord nor any agent of Landlord has not made any representation representations as to the present or warranty with respect future condition of the Premises, the presence or absence of Hazardous Materials (as hereinafter defined in Section 21.20) therein or what items the prior occupant of such Premises is required to or may leave in the Premises. Landlord shall not be liable for any inability to deliver possession of the Premises to Tenant by the Commencement Date, except that any such inability shall extend the Commencement Date by a period of time equal to the period between the Commencement Date and the date Landlord delivers possession; provided, however, if Landlord has not turned over possession by a date which is one year from the date hereof, at either party's option, this Lease shall be null and void and neither party shall have any liability hereunder to the other. Notwithstanding any conversations which may have taken place prior to the negotiation and execution of this Lease regarding the condition of the Premises, Tenant understands and accepts that it is solely responsible for securing such contractors, inspectors, architects or such other agents as Tenant may deem necessary or appropriate to ascertain the condition of the Premises, the Building or utilities serving the Project, or with respect to Premises and any facilities contained within the Premises for connection thereto and the suitability of the Premises for the construction of Tenant's improvements. This obligation of Tenant set forth above shall not in any manner limit the right of Landlord to approve Tenant's plans and specifications or to require changes thereto as Landlord deems appropriate or necessary for the Premises, nor shall Landlord's voluntary furnishings of any as-built drawings, architectural or engineering reports or similar information regarding the Building construction or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.manner relieve Tenant of its responsibility hereunder. See Rider

Condition of Premises. Landlord shall deliver to Tenant acknowledges that neither Landlord nor a copy of each final Exit Survey submitted by JCVI pursuant to the Assignment Agreement ("JCVI Exit Survey") upon Landlord's receipt, without any agent of Landlord has made representation or warranty, express or implied, including but not limited to any representation or warranty with respect regarding the accuracy or completeness of the JCVI Exit Survey. The delivery of such JCVI Exit Survey shall not be deemed to be a representation or warranty regarding the physical or environmental condition of the Premises. On the Revised Term Commencement Date, the Building or the Project, or with respect to the suitability Landlord shall deliver possession of the Premises, the Building or the Project for the conduct of Tenant’s businessPremises to Tenant in broom clean condition. Tenant acknowledges that (a) it is fully familiar with except as expressly provided in this Second Amendment or the condition of the Premises and Lease, Tenant agrees to take the same Premises in its condition “"as is” " as of the Execution Datefirst day of the Revised Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s 's continued occupancy for the Revised Term or to pay for or construct any improvements to the Premises, except with respect to payment of as expressly provided in this Second Amendment or the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Lease. Tenant’s 's taking of possession of the Premises on the Revised Term Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building, the Building systems and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. Notwithstanding the foregoing, at any time during the first twenty-four (24) months of the Revised Term (the "Warranty Period"), if Landlord fails to satisfy Landlord’s Delivery Obligation any standard HVAC units (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that but specifically excluding any Shortfall Notice must be received specialized HVAC units added by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (iisuch as those units that may be required for manufacturing) Tenant’s failure to properly repair or maintain serving the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems fail to be in good working order, then Tenant may deliver written notice to Landlord describing in reasonable detail such failure, and Landlord will perform the work necessary to put the HVAC unit in good working order arising from with reasonable promptness and at Landlord's sole cost as Tenant's sole remedy for any such failure (and Tenant shall not be entitled to damages or any other remedy as a result of such failure, except as provided in Section 16.2 of the Lease); provided, however, that Landlord's obligations pursuant to the foregoing shall be limited to necessary repairs and/or replacements, as determined by Landlord in its reasonable discretion, and Tenant shall remain responsible for the standard preventative maintenance and upkeep of such HVAC units in the ordinary course. During the Warranty Period, all costs which are the obligation of Landlord pursuant to this Section 9 shall be borne solely by Landlord and not included as Operating Expenses, provided Tenant (and not Landlord) shall be responsible for all costs, in whole or in connection with (i) part, that are incurred to the misuseextent attributable to the negligence or willful misconduct of Tenant or any of its employees, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges (a) The parties acknowledge that neither Landlord nor any agent portions of Landlord has made any representation or warranty with respect the Premises have been (up through the date immediately prior to the condition effective date of this Lease) occupied by Tenant under that certain sublease dated July 22, 1997, as amended by that First Amendment dated August 18, 1997 (the "Sublease") between Tenant and NHP Incorporated ("NHP"), a then-existing space tenant of the Premises. Pursuant to the provisions of the Sublease, NHP is required to deliver the Third Floor Space (excluding the Computer Area) to Tenant on December 1, 1997, and to deliver the Computer Area, the Building or Storage Space and the ProjectSecond Floor Space to Tenant on February 1, or 1998. The parties acknowledge that the Fourth Floor Space and the Sixth Floor Space have previously been delivered to Tenant in compliance with respect the provisions of the Sublease. Further, the Sublease required NHP to deliver all of such space to Tenant on the dates set forth above in broom-clean condition, free of all furniture, fixtures and equipment other than those purchased by Tenant from NHP. Landlord agrees to deliver the Third Floor Space, Computer Area, Storage Space and Second Floor Space to Tenant on the dates set forth above in the condition contemplated pursuant to the suitability immediately preceding sentence. The mechanical, electrical and other systems in the Premises shall be delivered in good working order. The parties acknowledge that the lease with NHP (the "NHP Lease") is subject to a binding termination agreement, a copy of the Premiseswhich has been furnished to Tenant, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition pursuant to which portions of the Premises and agrees are deleted from the space demised to take NHP under the same in its condition “as is” as NHP Lease on or prior to the dates upon which Tenant is entitled to lease such portion of the Execution DatePremises pursuant to this Lease, and (b) Landlord that NHP shall have no obligation right to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct occupy any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession portion of the Premises to Tenant (m) in broom clean condition and (n) with on the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofdelivery dates set forth above.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of If Landlord has made agreed to construct any representation or warranty Tenant Improvements, within thirty (30) days after completion of the Tenant Improvements, Tenant shall conduct a walk--through inspection of the Premises with respect to Landlord and complete a punch-list of items needing additional work by Landlord. Other than the condition items specified in the punch-list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Building Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or the Projectcorrected by Tenant, at its expense. Tenant acknowledges that except as expressly set forth in this Paragraph 10, neither Landlord nor its Agents have made any representations or with respect warranties as to the suitability or fitness of the Premises, the Building or the Project Premises for the conduct of Tenant’s business's business or for any other purpose, nor has Landlord or its Agents agreed to undertake any Alterations or construct any Tenant Improvements to the Premises except as expressly provided in this Lease. If Tenant acknowledges fails to submit a punch-list to Landlord within such thirty (30) day period, it shall be deemed that there are no items needing additional work or repair. Landlord shall cause all reasonable punch-list items to be completed within thirty (30) days after the punch-list has been submitted to Landlord by Tenant, or as soon as practical xxxxxafter. 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 seven (7) days of completion, such items shall be deemed approved by Tenant. On the commencement of the term hereof, Landlord shall deliver the Premises to Tenant free of debris and in good working order, condition, and repair. Landlord represents and warrants to Tenant that on the commencement of the term hereof, the Premises and any tenant improvements to be constructed by Landlord (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateshall be free from material structural defects, and (b) Landlord shall have no obligation to altercomply with all applicable covenants and restrictions of record, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premisesstatutes,'ordinances, except with respect to payment of the TI Allowance codes, rules, regulations, orders, and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Daterequirements. In the event of any breach of the foregoing warranties, Landlords shall promptly rectify such breach at Landlord's sole cost and expense. Landlord further represents and warrants to Tenant that Landlord receives a Shortfall Notice on or before as of the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission date of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) to the best of Landlord's knowledge, the Premises, including the underlying soil and ground water, are free from contamination by any modificationsToxic Materials. As used herein, Alterations "to the best of Landlord's acknowledge" shall mean to the current actual knowledge of Landlord, no duty being imposed upon Landlord to undertake any inspection or improvements constructed by investigation of the physical condition of the Premises or on behalf the Property. Tenant acknowledges that Landlord has not conducted any testing of Tenant the Premises (including the Tenant Improvementsunderlying soil and ground water) or (iv) to determine whether there is any other eventcontamination of the Premises by Toxic Materials, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsLandlord's representation and warranty is based solely on Landlord's current, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfallactual knowledge. Notwithstanding anything to the contrary in this Lease, Landlord shall not have protect, indemnify, defend and hold Tenant harmless from and against any obligations or liabilities in connection with and all liability, loss, suits, claims, actions, costs and expenses, including attorneys' fees and costs arising from any contamination of the Premises (yincluding the underlying land and ground water) a Delivery Shortfall by any Toxic Materials, except to the extent that any such Delivery Shortfall is identified contamination was caused or contributed to by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsits agents, or any of their respective employees, agents contractors, invitees or inviteessubtenants. For the purposes of this paragraph, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof."

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation Except to the extent otherwise set forth herein, Sublandlord makes no representations or warranty with respect warranties to Subtenant regarding the condition of the Premises, including the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the structural condition of the Premises and agrees to take or the same in its condition “as is” as of the Execution Datemechanical, electrical, and (b) Landlord shall have no obligation to alter, repair other systems on or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyor the Building. By signing this Sublease, Subtenant acknowledges that it has had adequate opportunity to investigate the “Existing Building Systems”) in good working order (“LandlordPremises and the Building, acknowledges responsibility for making any corrections, alterations and repairs to the Premises other than Sublandlord’s Delivery Obligation”). Tenant’s taking Multi-Tenant Lease Triple Net Page 5 [***] Indicates portions of possession this exhibit that have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Premises shallSecurities Exchange Act of 1934, except as otherwise agreed to in writing by Landlord amended. Work, and Tenant, conclusively establish acknowledges that the Premisestime needed to complete any such items, other than Sublandlord’s Work, shall not delay the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in elsewhere herein, Sublandlord represents to Subtenant that (i) Sublandlord has the authority to enter into this Lease, Landlord shall not have any obligations or liabilities in connection with Sublease and its execution and delivery by Sublandlord has been duly authorized; (yii) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation best of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Sublandlord’s knowledge as of the Existing Commencement Date, the Premises, all Common Areas at the Building, all electrical, HVAC, mechanical, plumbing, and fire/life safety systems in the Building (the “Buildings Systems”) will comply with applicable laws, codes, and ordinances; (iii) to the best of Sublandlord’s knowledge all Building Systems to are, or will be on the Commencement Date, in reasonably good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcondition.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant with the following work completed: (mw) removal of the equipment listed on Exhibit D-1 attached hereto, (x) demising of domestic water and gas serving the Premises from the remainder of the Building and install meters or submeters (or other means) to monitor Tenant’s usage of such utilities and of electricity, (y) removal of interior offices in broom clean condition the Office Premises in accordance with the space plan to be agreed upon by Landlord and Tenant and (nz) with replacement of ceiling tiles, light fixtures and carpet in the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Office Premises (collectively, “Landlord’s Work”). In addition, Landlord shall deliver the Premises with the “Existing Building Systems”” (i.e., HVAC, plumbing, mechanical, electrical and life safety) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinecondition, and provided that, shall warrant for a period of twelve (r12) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after months following the Term Commencement Date such Building Systems. Costs incurred by Landlord pursuant to this Article 5 shall not be charged as Operating Expenses. Landlord acknowledges that during the period Landlord is performing Landlord’s Work, Tenant’s construction of the Tenant Improvements may continue. Landlord and Tenant shall adopt schedules that conform with the other’s, and shall conduct (sand cause their contractors and subcontractors to conduct) Landlord agrees that the Delivery Shortfall referenced their respective work in such Shortfall Notice exists, then Landlord shall, at a manner as to maintain harmonious labor relations and as not to interfere with or delay the other’s work. If Landlord’s expense (and Work is not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord substantially complete on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damage. Notwithstanding the foregoing, Tenant shall not be liable for Base Rent or Operating Expenses and in the Term Commencement Date shall not occur until Landlord’s Work is substantially complete, except to the extent that Landlord’s failure to complete Landlord’s Work results from accident; breakage; repair; strike, lockout or other labor disturbance or labor dispute of any character; act of terrorism; shortage of materials, which shortage is not unique to Landlord or Tenant, as the case may be; governmental regulation, moratorium or other governmental action, inaction or delay; or Landlord’s inability, despite the exercise of reasonable diligence or by any other cause, including Landlord’s negligence, to furnish any such caseutility or service; an act or failure to act of Tenant or its agents, no Delivery Shortfall shall be deemed to have occurred as a result thereofemployees or contractors that interferes with the progress of Landlord’s Work.

Condition of Premises. Without limiting any of Landlord’s obligations, representations, or warranties under this Lease, Tenant acknowledges that neither will accept the Premises in its condition as of the Commencement Date, provided that. Landlord nor any agent shall cause the Premises to conform to the delivery obligations in Work Letter, Addendum 5[X], and to be in good order and operating condition and in compliance with Legal Requirements as of the Commencement Date(120) calendar days after Xxxxxx’s Architect completes construction plans suitable for bidding and permitting and Landlord has made any representation approved such plans. The (120) days time to complete construction (the “Tenant Improvement Construction Time”) may be extended in the case of Force Majeure up to a maximum of (90) additional calendar days. Landlord represents and warrants to Tenant that (a) Landlord has the full right and power to execute and perform under this Lease; (b) Landlord is/or warranty with respect will be the sole fee simple owner of the Building and the Land, subject only to the condition Permitted Exceptions; (c) as of the PremisesCommencement Date, Landlord has no actual knowledge of any newly-enacted, pending, proposed, or threatened land use actions, condemnation proceedings, or litigation that would in any way prevent or inhibit Tenant’s use of the Premises as contemplated by this Lease; (d) the Land constitutes a single legal lot in compliance with all applicable subdivision laws; [IF NO LENDER: and (e) there is no mortgage encumbering the Building or the Project, or with respect to Land.] <OR> [IF LENDER: (e) the suitability mortgage in favor of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateLender dated _TBD_________, and (b) Landlord shall have no obligation to alterrecorded in _Prince Xxxxxx County, repair or otherwise prepare Virginia______________, is the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, only mortgage encumbering the Building and the Project were at Land; and (f) Landlord is not in default under such time in good, sanitary mortgage or any loan document related thereto and satisfactory there is no event or condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (with the giving of notice or the passage of time, or both, would constitute a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received default by Landlord no later than the date (the thereunder.] The term “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises mortgage” as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary used in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall Lease will be deemed to have occurred as include deeds of trust, security assignments, and any other similar encumbrances, and any reference to the “lienholder” of a result thereofmortgage will be deemed to include the beneficiary under a deed of trust. Use.

Condition of Premises. Tenant acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that that, subject to Landlord’s representations, warranties, covenants and obligations under this Lease, (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Tenant Improvements and as otherwise specifically set forth in this Lease. Upon Substantial Completion of the TI Allowance and Tenant Improvements, the Furniture Allowance. Notwithstanding the foregoing, Landlord parties shall deliver possession perform a walkthrough of the Premises and mutually agree upon any items that should be added to the punch list such that (y) the Tenant (m) Improvements are in broom clean condition compliance with Exhibit B and (nz) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of delivery obligations in the Premises shall, except as otherwise agreed to in writing by Landlord following sentence and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was under Section 4.5 shall be satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything in this Lease to the contrary in this Leasecontrary, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation agrees that, as of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, the Premises shall comply with all Applicable Laws and all Building systems shall be operational and in good condition. To the extent the Premises do not comply with Applicable Laws as of the Term Commencement Date or any such caseBuilding systems are not operational and in good condition, no Delivery Shortfall Landlord shall be deemed to have occurred as a result thereofpromptly correct the same at its sole cost.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, Premises or with respect to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it other than the presence of any Hazardous Materials (as defined in Section 21.9) (i) in the Premises in violation of Applicable Laws as of the Execution Date, (ii) that are not actually known to Tenant as of the Execution Date or that could not have been discovered by Tenant upon reasonable inspection prior to the Execution Date and (iii) that were not placed at the Project by Tenant or its affiliates, employees, agents or contractors (collectively, “Pre-Existing Hazardous Conditions”), Tenant is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession remediation of the Premises to Tenant (m) any Pre-Existing Hazardous Conditions as set forth in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)this Article. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Daterepair. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) during the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission performance of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date Pre-Existing Hazardous Conditions are discovered, Tenant shall promptly notify Landlord of such discovery and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallLandlord, at Landlord’s expense (its sole cost and not as an Operating Expense)expense, promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except work with Tenant diligently and in good faith to the extent remediate such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Pre-Existing Hazardous Conditions and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) indemnify and hold Tenant harmless from any failure Claims resulting from the presence of the Pre-Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofHazardous Conditions.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises Except as provided in Paragraph 14d and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingthis Paragraph 18, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean the condition set forth in Section 6.01 of the Master Lease. Subtenant acknowledges and (n) with agrees that the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case HVAC System serving the Premises (collectivelyis not adequate to serve the needs of Subtenant, as such needs of Subtenant have been communicated to both Landlord and Tenant. However, Landlord shall make certain that, prior to the completion of the Subtenant Improvements, the “Existing Building Systems”existing HVAC System is serviced such that the HVAC System is in operational condition, but subject to the provisions below. In no event shall Landlord be required to perform any additional work to the HVAC System, other than as set forth above, or to maintain, upgrade, enhance or improve such HVAC System. Subtenant acknowledges and agrees that (i) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession Subtenant is subleasing the Premises and Parking Area based solely upon its inspections and investigations of the Premises shalland Parking Area, and that Subtenant is subleasing the Premises and Parking Area "AS IS" and "WITH ALL FAULTS," based upon the condition of the Premises and Parking Area as of the date of this Agreement, ordinary wear and tear and loss by fire or other casualty or condemnation excepted, and (ii) neither Landlord nor Tenant make any warranty or representation to Subtenant, express or implied, or arising by operation of law, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, in respect of the Premises and Parking Area, including the HVAC System. Without limiting the foregoing, Subtenant acknowledges that, except as may otherwise agreed be specifically set forth elsewhere in this Agreement or the Master Lease, neither Landlord nor Tenant have made any representations or warranties of any kind upon which Subtenant is relying as to in writing by Landlord any matters concerning the Premises and TenantParking Area, conclusively establish that the Premisesincluding, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was but not caused by (or did not arise from) .limited to: (i) the misuseexistence or non-existence of any pollutant, misconduct, damage, destruction, negligence toxic waste and/or any other action hazardous materials or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, substances; (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, utilities serving Premises; (iii) any modificationsthe suitability of the Premises and Parking Area, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) HVAC System, for any and all activities and uses which Subtenant may elect to conduct thereon; or (iv) the compliance of the Premises and Parking Area, including the HVAC System, with any other eventzoning, circumstance environmental, building or other factor arising laws, rules or occurring after regulations affecting the Term Commencement Date Premises and (s) Parking Area. Neither Landlord agrees nor Tenant make any representation or warranty to Subtenant that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy Premises or Parking Area complies with the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection Americans with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, Disabilities Act or any of their respective employees, agents fire or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofbuilding code.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the PremisesExcept as otherwise set forth herein, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair for the completion or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment remodeling of the TI Allowance Reduced Premises and Tenant shall accept the Furniture AllowanceReduced Premises in its "as is" condition and configuration as of the Extension Commencement Date. Notwithstanding the foregoing, subject to Section 10 below, Landlord shall deliver possession agrees, as its only obligation hereunder with respect to remodeling of the Reduced Premises (other than the Additional Allowance described herein), at its sole cost and expense to Tenant the extent of the sum of five and No/100 Dollars (m$5.00) per RSF in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelythe "Construction Allowance"), to finish the “Existing Reduced Premises with Building Systems”Standard (as hereinafter defined) improvements of the scope to be mutually agreed upon and which, shall then be attached as Exhibit B hereto and incorporated herein (the "Finish Work") in good working order accordance with a mutually agreed upon space plan, which, upon its completion, shall be attached as Exhibit C hereto and incorporated herein by this reference (“Landlord’s Delivery Obligation”the "Space Plan") using a mutually acceptable contractor. The Construction Allowance may be used by Tenant for costs of the Finish Work including the architectural design, permitting, engineering, construction, signage and project management thereof, as well as voice and data cabling, security, furniture, moving and restacking. Other than as set forth on the Space Plan, Landlord shall have no obligations for the completion or remodeling of the Reduced Premises, and Tenant shall accept the Reduced Premises in their "as is" condition on the Extension Commencement Date. "Building Standard" as used herein shall mean building standard tenant finish items prestocked or in place in the Premises which Landlord normally provides to tenants (e.g., ceiling grid, paint, sprinklers, HVAC and similar items). Tenant’s taking of possession Tenant agrees that because Tenant is currently occupying the Reduced Premises and will continue to occupy the Reduced Premises as of the Extension Term Commencement Date that Landlord (its agents, employees and contractors) shall have the right to enter the Reduced Premises shallto allow Landlord to perform certain construction and remodeling work in connection with the construction of the Finish Work. Tenant acknowledges and that because Landlord will perform the Finish Work in and about the Reduced Premises, except that certain interruption and interference with Tenant's business will likely occur. Landlord will use reasonable efforts to attempt to minimize the interferences with Tenant's business during the construction of the Finish Work. Nevertheless, Tenant waives (a) any and all claims against Landlord based on constructive eviction and loss of use or business; and (b) any and all claims against Landlord for any interruption and interference with Tenant's business during Landlord's construction activities including constructive eviction. Landlord or its agent shall supervise the Finish Work, make disbursements required to be made to the contractor, act as otherwise agreed to in writing by Landlord a liaison between the contractor and Tenant, conclusively establish that Tenant and coordinate the Premisesrelationship between the Finish Work, the Building and the Project were Building's systems. In consideration for Landlord's construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of the total construction costs of the Finish Work (excluding the construction supervision fee and any other cost items not directly supervised by Landlord as are more particularly identified on the scope of Finish Work to be attached as Exhibit C hereto). At Tenant's election, Landlord shall contribute an additional sum not to exceed Three and No/100 Dollars ($3.00) per RSF in the Reduced Premises (the "Additional Allowance") solely toward additional permanent leasehold improvements for or in the Premises, excluding any costs related to Tenant's furniture or fixtures. The amount of the Additional Allowance actually utilized by Tenant shall be amortized as additional Base Rent over the initial Term at such nine percent (9%) per annum, in the same manner as a loan having equal monthly payments of principal and interest. Tenant's election to use all or a portion of the Additional Allowance shall be made by written notice to Landlord given no later than upon approval of the Space Plan. If Tenant elects to receive the Additional Allowance, then within ten (10) days after Landlord's request, Tenant shall execute and return an amendment (in form reasonably acceptable to Tenant) modifying the Base Rent accordingly. If Tenant fails timely: (i) to make its election regarding utilization of the Additional Allowance; or (ii) to execute and return the required lease amendment, then Landlord shall automatically be released from its obligation to contribute the Additional Allowance, whereupon Tenant shall promptly pay Landlord the full amount of any out of pocket costs of the Finish Work in excess of the Construction Allowance in accordance with this Section 5 (i.e., in accordance with the provision below describing the fifty percent (50%) payment method). If, for any reason, less than all of the Extension Term remains at the time in good, sanitary the required lease amendment is executed and satisfactory condition and repair and that returned to Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant mayshall, as its sole upon demand, promptly pay all amortization payments (including interest) which would have been payable for the elapsed portion of the Term through the month in which such lease amendment is actually so executed and exclusive remedy, deliver notice of such returned. Any failure by Tenant to Landlord detailing make any payments required under the nature of such failure foregoing provisions within ten (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after notice shall constitute an Event of Default under the Execution DateLease as amended by this Amendment. In the event that Tenant does not elect or fails to timely elect to utilize the Additional Allowance, all out of pocket costs for performing the Finish Work in excess of the Construction Allowance shall be paid by Tenant. In the event Tenant timely elects to utilize the Additional Allowance, all costs for performing the Finish Work in excess of the Construction Allowance and Additional Allowance shall be paid by Tenant. Tenant shall pay to Landlord receives a Shortfall Notice on or before fifty percent (50%) of the Shortfall Notice Deadlineamount by which the total costs for the Finish Work will exceed the Construction Allowance (and, if applicable the Additional Allowance) prior to Landlord beginning the Finish Work and the remaining fifty percent (50%) after Landlord completes the Finish Work. The Construction Allowance and the Additional Allowance, if applicable, shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the costs of the Finish Work if, and provided thatwhen the cost of the Finish Work is actually incurred and paid by Landlord. Subject to force majeure and items within the control of Landlord, the Construction Allowance and the Additional Allowance, if applicable, must be used within twelve (r12) months following the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Extension Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofforfeited with no further obligation by Landlord with respect thereto.

Condition of Premises. Tenant acknowledges and agrees that, except as specifically set forth in the Tenant Work Letter, it currently occupies and is fully aware of the condition of, and shall continue to accept, the Existing Premises in its presently existing, “as-is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises (other than in connection with its maintenance and repair obligations under the Original Lease). Tenant also acknowledges that, except as specifically set forth in the Tenant Work Letter, it currently occupies (pursuant to the Sublease) and is fully aware of the condition of, and shall accept, the Expansion Premises in its then existing, “as-is” condition as of the Expansion Commencement Date and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises (other than in connection with its maintenance and repair obligations under the Original Lease). Tenant further acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Existing Premises, the Expansion Premises, the Building or the Project, Project or with respect to the suitability of any of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary contained in this Amendment or the Lease, Landlord acknowledges and agrees that, upon the expiration or early termination of the Lease, as amended hereby, Tenant shall not remove from the Existing Premises or the Expansion Premises (nor shall Landlord have any obligations or liabilities in connection with (y) a Delivery Shortfall except the right to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (zrequire removal of) any failure alterations, additions or improvements (including, without limitation, the Tenant Improvements installed pursuant to Exhibit C of the Existing Building Systems Original Lease and any tenant improvements installed pursuant to be in good working order arising from or in connection with (iSection 2.3 of the Millennium Lease) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on BRITANNIA POINTE GRAND BUSINESS PARK [Cytokinetics, Inc.] behalf of Tenant (including or any predecessor in interest to Tenant prior to the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofEffective Date of this Amendment.

Condition of Premises. Except for the Tenant acknowledges that neither Landlord nor Improvements item on the --------------------- Schedule, the Renovation Work (as defined below), Landlord's obligation to thoroughly clean the Premises prior to delivering the same to Tenant, Landlord's obligations under this Section 3A, any agent representations and warranties contained in this Section 3A, and any other express obligations of Landlord has made hereunder, Landlord is leasing the Premises to Tenant absolutely "as is", without any representation obligation to alter, remodel, improve, repair or decorate any part of the Premises. Landlord shall cause the Premises to be completed in accordance with the Tenant Improvement Agreement attached as Appendix C. Except as expressly provided below in this Xxxxxxx 0X, Xxxxxxxx expressly disclaims any warranty or representation, express or implied, with respect to the condition of the PremisesProject or any portion thereof, including, without limitation, any warranty or representation as to fitness, condition, the Building existence of any defect, patent or the Projectlatent, merchantability, quality or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessdurability. Tenant acknowledges that Landlord plans, at its sole cost and expense and not as a part of Operating Costs, to renovate and/or improve the Buildings, which shall include a card key access system in 0000 Xxxx Xxxxxxx Xxxxx, and otherwise as described in those certain plans dated May 13, 1998 prepared by Behr Xxxxxxx and entitled Corporate Plaza at Westlake Spectrum Lobby Remodel (a) it is fully familiar the "Renovation Plans"), a copy of which has been ---------------- delivered to Tenant (the "Renovation Work"). Tenant recognizes that the --------------- Renovation Plans delivered to Tenant are not in final form, and that Landlord may, in its sole discretion, modify said plans to conform to Landlord's vision for the Project and otherwise as reasonably required to address construction problems. Landlord shall in the course of performing the Renovation Work use reasonable and commercially practicable efforts to minimize interference with the condition Tenant's occupancy of the Premises and agrees to take or the same in its condition “as is” as operations of the Execution Dateback up generator for Tenant's computer room described in Section 5H. Tenant acknowledges, however, that some interference to Tenant's occupancy is inevitable, and (b) that Landlord shall have no obligation to alternot be in default hereunder or be liable for any damages directly or indirectly resulting from, repair or otherwise prepare nor shall the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment Rent required hereunder be abated by reason of the TI Allowance such renovations and/or improvements. Landlord represents and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises warrants to Tenant (m) that all mechanical and life safety systems in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) are in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking that, to the best of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premisesits knowledge, the Building is structurally sound, and is properly zoned for general office use. Landlord further represents to Tenant that, to Landlord's current actual knowledge, all Building Systems at the Project were are "Year 2K Compliant." If Landlord hereafter discovers that any such systems are not "Year 2K Complaint", it shall cause them to become so at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole cost and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an a part of Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCosts.

Condition of Premises. Tenant Sublessee acknowledges that neither Landlord nor any agent of Landlord it has made any representation or warranty with respect to accepted the Premises “AS IS”, in the order and condition as the Premises are in on the date hereof; and that Sublessee shall accept the Premises in the condition that it is in as of the PremisesCommencement Date, broom clean, free of Sublessor's personal property and any Hazardous Materials, other than the Building or personal property and equipment as shown on Exhibit C which will remain in place; provided that the Project, or with respect to office furniture and other personal property located within the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition laboratory portion of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord Date shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements be removed by Sublessor prior to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises Commencement Date (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery ObligationCondition”). TenantSublessee hereby agrees that Sublessor is under no obligation to perform any work upon or alteration to any part of the Premises for Sublessee’s taking of use and occupancy thereof. Sublessor has provided Sublessee with a decommissioning report entitled “Laboratory Decommissioning Report for Fog Pharma, 100 Acorx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxx, XX 00000”, xxxxxred by Triumvirate Environmental, dated March 18, 2020 with respect to the Premises (the “Triumvirate Report”). Sublessor represents and warrants that no Hazardous Materials have been used in the Premises since the date that Sublessor took possession of the Premises. Upon expiration or earlier termination of the Sublease Term, Sublessee will surrender and deliver the Premises shallto Sublessor broom clean, free of Sublessee's personal property and trade fixtures and any Hazardous Materials brought onto the Premises by Sublessee and in compliance with the requirements of Section 5.3(a) of the Prime Lease relating to the removal of Hazardous Materials (including, without limitation, the 5th sentence of such Section 5.3(a), except that with respect to such sentence, the phrase “as of the date of this Lease” shall mean “as of the Sublease Term Commencement Date”), and otherwise agreed in its condition existing as of the Commencement Date (subject to any alterations which Sublessee installs and is permitted to leave in writing place pursuant to Section 7.1), reasonable wear and tear excepted. Additionally, upon expiration or earlier termination of the Sublease Term, Sublessee shall be required to deliver a report in substantially the form of the Triumvirate Report. For clarity, all of Sublessee's trade fixtures and equipment installed in the Premises by Landlord Sublessee will be and Tenantremain the property of Sublessee (and Sublessee shall be responsible to repair any damage to the Premises following the removal of any such trade fixtures and equipment), conclusively establish that and Sublessee shall have no liability for any Hazardous Materials which existed prior to the date Sublessee first occupies the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice including without limitation any use or occupancy of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything Sublessee prior to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofSublease Term.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord 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 Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, during the first twelve (12) months of the initial Lease Term, the Base, Shell and Core of the Building and all Base Building Work (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant's use of the Premises, contains defects or does not comply with the Requirements in effect at the time of Landlord's construction of the same (unless such defect or non-compliance arises out of any Alterations or Tenant's use of the Premises), then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise expressly permitted in Section 4.2 hereof), for correcting any such non-compliance or defects as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that with respect to latent defects, if Tenant fails to give Landlord written notice of any such defects within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant's responsibility at Tenant's sole cost and expense. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises 's business and agrees any Requirements which apply to take the same (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyWork Letter, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that Landlord’s Delivery Obligation was satisfied; the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors 's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by any Requirements now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsRequirements, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or Effective Date; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the "CASp Reports") the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement DateRequirements to correct such violations, and in any Tenant shall reimburse Landlord for the cost of such caseimprovements, no Delivery Shortfall shall be deemed to have occurred as a result thereofalterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from Landlord.

Condition of Premises. Except as may be expressly set forth in this Lease, Tenant acknowledges that neither 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 nor shall have no obligation to perform or pay for any agent of repair or other work therein. Except as may be expressly provided herein, Landlord has CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect as to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises are suitable for Tenant’s occupancy or to pay intended purposes. TENANT ACKNOWLEDGES THAT, UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING 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, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be provided herein, in no event shall Landlord have any obligation for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of defects in the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)or any limitation on its use. Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord shall be conclusive evidence that Tenant accepts the Premises and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) condition at the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftime possession was taken.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent At the expiration or earlier termination of Landlord has made any representation this Lease by lapse of time or warranty with respect to the condition of the Premises, the Building or the Projectotherwise, or with respect to the suitability of the Premises, the Building or the Project for the conduct upon termination of Tenant’s business. right of possession without terminating this Lease, Tenant acknowledges that (a) it is fully familiar with the condition shall surrender possession of the Premises to Landlord and agrees deliver all keys to take the same in its condition “as is” as of the Execution DatePremises to Landlord, and shall return the Premises and all Personal Property of Landlord to Landlord in as good condition as when Tenant originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the act of Landlord or any other of its employees and agents excepted, failing which Landlord may restore the Premises and such Personal Property to such condition and Tenant shall pay the cost thereof to Landlord as Rent immediately upon demand. Except as provided below, all improvements, fixtures and other items in or upon the Premises (b) including without limitation all Alterations, but expressly excluding movable office furniture, trade fixtures, office equipment and other personal property belonging to Tenant that they may be removed without permanent structural damage to the Premises or the Building), whether temporary or permanent in character and whether made by Landlord or Tenant, shall have no obligation to alter, repair become Landlord’s property and shall remain upon the Premises at the expiration or earlier termination of this Lease by lapse of time or otherwise prepare the Premises for or upon a termination of Tenant’s occupancy or right of possession, without compensation to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture AllowanceTenant. Notwithstanding the foregoing, if within ten (10) days prior to the expiration or earlier termination of this Lease or Tenant’s right of possession thereafter Landlord so directs by notice, Tenant shall deliver possession promptly remove such of the foregoing items as are designated in such notice and restore the Premises to Tenant (m) in broom clean the condition and (n) with prior to the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice installation of such failure to Landlord detailing items. If Tenant does not remove such property upon the nature expiration or earlier termination of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf upon the termination of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallTenant’s right of possession, at Landlord’s expense election: (i) Tenant shall be conclusively presumed to have conveyed the same to Landlord under this Lease as a bxxx of sale without payment or credit by Landlord, or (ii) Tenant shall be conclusively presumed to have forever abandoned such property, and not as an Operating Expense)without accepting title thereto, promptly remedy Landlord may, at Tenant’s expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord immediately upon demand the Delivery Shortfallexpenses incurred in taking such actions. Notwithstanding anything to the contrary in this LeaseUnless prohibited by applicable Laws, Landlord shall not have any a lien against such property for the costs incurred in removing and storing the same. Tenant’s obligations under this Subsection 17.1 shall survive the expiration or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure earlier termination of the Existing Building Systems to be in good working order arising from Term or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission a termination of Tenant, Tenant’s contractors or subcontractors, or any right of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofpossession.

Condition of Premises. Tenant hereby agrees that, except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and 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 condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition “as is” as of the Execution Date, decision to enter into this Lease and (b) Landlord shall have no obligation to alter, repair or otherwise prepare let the Premises for Tenant’s occupancy or to pay for or construct any improvements to in the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceabove-described condition. Notwithstanding the foregoing, Landlord shall deliver possession shall, at its sole cost and expense and throughout the initial Term of the Lease and the Option Term (if applicable), repair any structural and/or latent design or construction defects in the original construction of the Project of which Landlord has notice or that Landlord discovers. The Premises to shall be initially improved as provided in, and subject to, the Tenant (m) Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in broom clean condition and (n) the Premises as of the date of this Lease, together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, Tenant Work Letter) may be collectively referred to herein as the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Tenant Improvements.” The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if condition. Tenant hereby waives any provisions of law which would otherwise permit Tenant to make repairs required of Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by under this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver 's taking possession of the Premises or any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when Tenant took possession, unless notice to the contrary is provided to Landlord on an inspection Punchlist prior to Tenant's occupancy or by written notice within ten (10) days after occupancy. At the expiration or other termination of this Lease or of Tenant's right of possession, Tenant (m) shall leave the Premises, and during the Term will keep the same, in broom clean condition good order and (n) with condition, ordinary wear and tear, damage by fire or other casualty alone excepted; and for that purpose, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the existing base building Premises and of any breakage or defects in the window glass, wiring or plumbing, heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case or cooling or electrical apparatus or systems on or serving the Premises. Tenant shall at the expiration or termination of this Lease or of Tenant's right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant's property (collectivelyincluding, without limitation, the “Existing Building Systems”items Tenant is required to remove pursuant to subparagraph 8(c) in good working order (“Landlord’s Delivery Obligation”)hereof) so that Landlord may again have and repossess the Premises. Tenant’s taking of possession of All such items not removed from the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in goodexpiration or termination, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall conclusively be deemed to have occurred as a result thereof.been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant or any other party with an interest in such property and without any obligation to account therefor. Tenant shall pay Landlord all expenses incurred in connection with the disposition of such property, and if Landlord

Condition of Premises. Except as otherwise agreed to in writing, Tenant’s taking possession of the Premises shall be presumptive evidence against Tenant acknowledges that neither the Premises were in good order and satisfactory condition when Tenant took possession. Landlord nor shall notify Tenant at least five (5) Business Days prior to the anticipated date of final inspections from the applicable governmental authority having jurisdiction and within the next five (5) Business Days, Landlord and Tenant shall, collectively, conduct a “walk-through” of the Premises and shall simultaneously prepare a “punch-list” of items to be completed or corrected in the Premises. Landlord shall complete or correct any agent such punch-list items within thirty (30) days of the Commencement Date. Landlord has and Landlord’s agents and representatives have made any representation no representations or warranty promises with respect to the condition of the Premises, the Building or the ProjectProperty and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. At the termination of this Lease, by lapse of time or otherwise, Tenant shall remove all Tenant’s property, including but not limited to, trade fixtures, all of Tenant’s improvements in the Storage Space that are not consistent with respect to the suitability of a standard office build-out, such as shelving and racks, and all wiring and cabling, from the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of and shall return the Premises broom-clean and agrees to take in as good a condition as when Tenant took possession or as the same in its condition “as is” as of the Execution Datemay thereafter have been put by Landlord, except for ordinary wear, loss by fire or other casualty, and (b) repairs that Landlord shall have no obligation is required to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancemake under this Lease. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to If Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as remove any or all of its sole and exclusive remedy, deliver notice property upon termination of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord may remove the same at Tenant’s sole cost, and Tenant shall not have any obligations or liabilities pay Landlord on demand all reasonable costs incurred in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftherewith.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of inspected the Premises and agrees (a) to take accept possession of the same Premises in its the condition existing on the Commencement Date “as is” as of the Execution Date”, and (b) that except for Landlord’s Contribution, if any, and except for Landlord’s Work, if any, described in Exhibit “C” attached hereto, Landlord shall have has no obligation to alterperform any work, repair supply any materials, incur any expense or otherwise make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Any work to be performed by Tenant in connection with Tenant’s initial occupancy or of the Premises shall be hereinafter referred to pay for or construct as the “Initial Alterations,” and shall be promptly commenced by Tenant following the Commencement Date and diligently pursued thereafter by Tenant until the Initial Alterations are Substantially Completed. Tenant’s occupancy of any improvements part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the PremisesPremises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease, except that the foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as provided herein with respect to payment of the TI Allowance and the Furniture Allowanceany work Landlord is required to perform pursuant to this Lease. Notwithstanding the foregoing, Landlord shall deliver possession represents and warrants to Tenant that the sprinkler, fire-alarm and life-safety systems in the Premises as of the Premises to Tenant (m) Commencement Date will be in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession as of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)Commencement Date; provided, furtherhowever, that the foregoing shall not imply any Shortfall Notice must be received by Landlord no later than representation or warranty as to the date (useful life of such systems, nor shall the “Shortfall Notice Deadline”) that is ninety (90) days foregoing diminish Tenant’s responsibility to perform any repairs, modifications or improvements to the same necessitated after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Upon the expiration or earlier termination of this Lease, Tenant acknowledges shall surrender the Premises to Landlord, broom clean and in the same condition and state of repair as at the commencement of the Lease Term, except for ordinary wear and tear that neither Landlord nor any agent Tenant is not otherwise obligated to remedy under the provisions of Landlord has made any representation or warranty with respect this Lease. Tenant shall deliver all keys to the condition Premises and the Building to Landlord. Upon Tenant's vacation of the Premises, the Building Tenant shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or the Project, or not made with respect Landlord's consent) that Landlord may require Tenant to remove. Tenant shall repair all damage to the suitability Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises, the Building or the Project for the conduct of Tenant’s business. If Tenant acknowledges fails to remove any items that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no Tenant has an obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing remove under this Section when required by Landlord and Tenantor otherwise, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord items shall, at Landlord’s expense ('s option, become the property of Landlord and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have the right to remove and retain or dispose of the same in any obligations manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord's retention or liabilities in connection with (y) a Delivery Shortfall except to the extent disposition of such Delivery Shortfall is identified by Alterations or personal property. Tenant in a Shortfall Notice delivered shall be liable to Landlord on or before the Shortfall Notice Deadline for Landlord's costs of removing, storing and disposing of such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofitems.

Condition of Premises. Tenant (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Landlord Lessor nor any Lessor's agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s Lessee's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectSite or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Site, the Premises, the Leasehold Improvements therein, the Building and the Project were Common Areas are at such time complete and in good, sanitary and satisfactory condition and repair and that with all work required to be performed by Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails any, pursuant to satisfy Exhibit "F" ---------- completed and without any obligation on Landlord’s Delivery Obligation 's part to make any alterations, upgrades or improvements hereto, except for the repair of any latent defects in the Building or Premises (a “Delivery Shortfall”), then excluding any portion of the Premises constructed by Tenant) disclosed by Tenant may, as its sole and exclusive remedy, deliver specified in written notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date one (the “Shortfall Notice Deadline”1) that is ninety (90) days year after the Execution Commencement Date. In Landlord shall cause all latent defects so specified in Tenant's notice to be completed and/or repaired as soon as reasonably possible after Landlord's receipt thereof. Tenant further acknowledges and agrees to accept the event various start-up inconveniences that Landlord receives a Shortfall Notice on or before may be associated with the Shortfall Notice Deadlineuse of the Common Areas and other typical conditions incident to recently constructed office buildings, such as construction obstacles including scaffolding, delays in the use of freight elevator service, certain elevators not being available to Tenant, the passage of work crews using elevators, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofuneven air conditioning service.

Condition of Premises. Tenant acknowledges that and agrees that: (a) Tenant has inspected the Project, the Building and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Parking Area or any other portion of the Project, Project or with respect to the condition thereof or the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. Tenant acknowledges that , (ac) it is fully familiar with except as expressly provided in the condition of the Premises Work Letter Agreement and agrees to take the same in its condition “as is” as of the Execution DateSection 16.2 below, and (b) Landlord shall have no obligation to alter, repair remodel, improve, repair, decorate or otherwise prepare paint the Premises for Tenant’s occupancy or to pay for any part thereof, or construct any improvements to the Premises, except with respect to payment portion of the TI Allowance Building or Project and the Furniture Allowance. Notwithstanding the foregoing(d) except as expressly provided in this Lease, Landlord shall deliver possession of the Premises have no obligation to provide Tenant (m) with any allowance, rent credit or abatement in broom clean condition and (n) connection with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s entering into this Lease. The taking of possession of the Premises shallby Tenant shall conclusively establish that the Project, except as otherwise agreed the Building and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (other than the obligation to in writing complete punch list items), and the execution of this Lease by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Building, the Project and the Project Parking Area were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatat such time, except for latent defects, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing any. Without limiting the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenantforegoing, Tenant’s contractors or subcontractorsexecution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Building, or any the Parking Area and other portions of their respective employeesthe Project, agents or inviteessuch as certain construction obstacles (e.g., (ii) scaffolding), delays in use of freight elevator service, unavailability of certain elevators for Tenant’s failure use, uneven air-conditioning services and other typical conditions incident to properly repair recently constructed (or maintain the Premises as required by this Lease, (iiirecently modified) any modifications, Alterations or improvements constructed by or on behalf of office and laboratory/research and development buildings. Tenant (including the Tenant Improvementsfor itself and all other claiming through Tenant) or (ivhereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCalifornia Civil Code.

Condition of Premises. (i) Tenant agrees that Tenant is familiar with the condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant acknowledges that neither Landlord Landlord, nor any agent representative of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building foregoing or the Project, or with respect to the suitability of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business's intended use. Tenant acknowledges represents and warrants that Tenant has made its own inspection of the foregoing. Landlord shall not be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) it is fully familiar with the condition of the Premises as set forth in Sections 13.2 and agrees to take the same in its condition “as is” as of the Execution Date, 18 and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment all (if any) repairs and improvements expressly and specifically described in Exhibit B attached hereto ("Landlord Work Items"). Landlord agrees to make reasonable efforts to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if any, issued in connection with any of the TI Allowance Landlord Work Items. (ii) Anything hereinabove contained to the contrary, it is expressly understood and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, Landlord's construction obligation shall be limited to the Building and the Project were at such time Landlord Work Items hereinabove set forth in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Section 5.1(i), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that any changes or additions are required to the work to be performed by Landlord receives a Shortfall Notice on (including any modification to the fire suppression system serving the Premises) by any governmental or before quasi-governmental entity having jurisdiction over the Shortfall Notice DeadlineTenant or its use and occupancy of the Premises, any such changes or additions shall be performed by the Landlord at the Tenant's sole cost and provided thatexpense. In addition, (r) in the Delivery Shortfall was not caused by (event that the performance of any such changes or did not arise from) (i) additions shall delay the misuseCommencement Date hereunder, misconduct, damage, destruction, negligence and/or any other action or omission the Commencement Date shall be established as of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the date that the Premises as required would otherwise have been substantially completed by this Leasethe Landlord, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in but for such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything additional requirements which are applicable to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.. 5.2

Condition of Premises. Tenant acknowledges that neither represents, warrants and covenants to Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition that, as of the Premisesdate of this Lease, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition has conducted its own investigation of the Premises and agrees the physical condition thereof, including, without limitation, the accessibility and location of utilities, the improvements, the presence of Hazardous Substances (defined hereinafter), and any other matters which in Tenant's judgment might affect or influence Tenant's use of the Premises or Tenant's willingness to take enter into this Lease. Tenant recognizes that Landlord would not lease the Premises except on an "as is" basis and acknowledges that, except as set forth in this Lease, Landlord has made no representation of any kind in connection with the improvements to, or the physical conditions on, or bearing on the use of, the Premises. Tenant shall rely solely on Tenant's own inspection and examination of such items and not on any representations of Landlord, express or implied. Landlord shall deliver the Premises to Tenant in the same in its arrangement and condition “as is” as of the Execution DatePremises now are, reasonable wear and tear excepted, and that Landlord, except as may be expressly agreed by Landlord in writing as set forth in the Tenant Improvement Agreement and Work Letter (b) Landlord shall have the "Work"), set forth herein as Exhibit C attached and made a part hereof, has no obligation to alter, repair repair, renovate, or otherwise prepare the Premises render fit for Tenant’s occupancy or to pay for or construct 's occupancy, any improvements to part of the Premises, except with respect to payment . Upon execution of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, Tenant shall be deemed fully satisfied with the results of Tenant's inspection and examination of all such items. Landlord shall be solely responsible for constructing those certain interior tenant improvements (iii"Tenant Improvements") any modifications, Alterations within the Premises in accordance with the terms and conditions set forth in the Tenant Improvement Agreement and Work Letter attached hereto as EXHIBIT C. Tenant agrees and acknowledges that Landlord shall have no liability or improvements constructed by or on behalf responsibility whatsoever for the construction of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) except that Landlord agrees that the Delivery Shortfall referenced to provide as set forth in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, Improvement Agreement and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork Letter.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Subject to the condition provisions of the Premisesthis Subsection 1C, the Building or the Project, or with respect Tenant agrees to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition accept possession of the Premises and agrees to take in the same in its condition which shall exist on the Commencement Date “as is” subject to the completion of Landlord’s Work as of the Execution Dateprovided herein, and (b) further agrees that Landlord shall have no obligation to alter, repair perform any work or otherwise make any installations in order to prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to occupancy, other than the Premises, except with respect to payment performance of the TI Allowance and the Furniture AllowanceLandlord's Work. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shallby Tenant shall be conclusive evidence as against Tenant that, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that at the Premisestime such possession was so taken, the Building Premises and the Project Building (subject to Landlord’s completion of the remaining Landlord’s Work and the Corridor Work (as hereinafter defined)) were at such time in good, sanitary good and satisfactory condition and repair and that Landlord’s Delivery Obligation Work was satisfied; provided thatsubstantially completed. Notwithstanding the foregoing, if Tenant shall have the right to give Landlord fails to satisfy notice of any latent defects or conditions in the Landlord’s Delivery Obligation Work and/or the Premises which defects and/or conditions were not (a “Delivery Shortfall”or would not have been) discernible after diligent examination of the Premises, provided that such defects and/or conditions are not caused by any Tenant Party (as hereinafter defined), then Tenant mayfor a period of forty (40) days after the Commencement Date, as its sole and exclusive remedyTIME OF THE ESSENCE. Landlord shall complete or repair any such items promptly, deliver notice of but any such failure to items shall not affect the Commencement Date. Landlord detailing the nature of such failure (a “Shortfall Notice”); providedshall, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is within ninety (90) days after the Execution Commencement Date. In , perform a Building standard renovation of the event that Landlord receives a Shortfall Notice common corridor on or before the Shortfall Notice Deadline, and provided that, seventh (r7th) floor of the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallBuilding, at Landlord’s expense sole cost, using Building standard finishes, which shall include the installation of a new ceiling, new lights and new carpeting (and not as an Operating Expensethe “Corridor Work”), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except deliver to Tenant an ACP-5 certificate for the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofPremises.

Condition of Premises. Except as expressly set forth in this Lease and Landlord’s obligation to deliver the Premises Ready for Occupancy as set forth in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building or Premises in its “AS IS” condition on the ProjectLease Commencement Date. Notwithstanding the foregoing, or on the Lease Commencement Date, Landlord shall deliver the Premises with respect the existing Systems and Equipment in good working condition and Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the “Review Period”) to confirm such condition. In the event that Tenant notifies Landlord during the Review Period, in writing, of any of the foregoing items that are not in good working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired to the suitability extent that any deficiencies to such systems are not caused by the acts or omissions of the Premises, the Building Tenant or the Project for the conduct any of Tenant’s businessRepresentatives (as defined below), or any Alterations performed by or on behalf of Tenant. If Tenant acknowledges that (a) it is fully familiar with fails to timely deliver to Landlord such written notice of Systems or Equipment not in good working condition within the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateReview Period, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallsuch work thereafter, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord represents and warrants that, as of the Commencement Date, the Premises and all elements of the Premises, including the sidewalks, driveways, parking lot, mechanical, electrical, plumbing, truck doors, roof and roofing system (including roof membrane) will be in good operating condition and repair. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor any agent of Landlord has its Agents have made any representation representations or warranty with respect to the condition of the Premises, the Building or the Project, or with respect warranties as to the suitability or fitness of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees 's business or for any other purpose, nor has Landlord or its Agents agreed to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for undertake any Alterations or construct any improvements Tenant Improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord this Lease. If Tenant fails to satisfy Landlord’s Delivery Obligation submit a punchlist to Landlord within forty-five (a “Delivery Shortfall”)45) days of occupancy or lease commencement, whichever is sooner, then it shall be deemed that there are no Tenant mayImprovement items needing additional work or repair, other than as its sole and exclusive remedy, deliver notice may be required because of such failure to Landlord detailing the nature of such failure latent defects or conditions which were not reasonably discoverable by Tenant. Landlord's contractor shall complete all reasonable punchlist items within forty-five (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9045) days after the Execution Datewalk-through inspection or as soon as practicable thereafter. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineUpon completion of such punchlist items, and provided thatTenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of written notice of completion, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall items shall be deemed to have occurred as a result thereofapproved by Tenant.

Condition of Premises. Except as provided in this Section 3.1.2 and except as described in Exhibit C attached hereto and incorporated herein by reference (the “Work Letter”), Tenant agrees to accept the Premises in their “as-is” condition, without any representations or warranties by Landlord, and with no obligation of Landlord to make any alterations or improvements to the Premises or to provide any tenant improvement allowance; excepting the work described in Exhibit C (“Landlord’s Work”), which shall be “substantially complete” prior to delivery of possession of the Premises to Tenant. “Substantially complete” shall mean that Landlord’s Work has been completed except for mechanical adjustments and items of the type customarily found on an architectural punch-list, the correction or completion of which will not substantially interfere with Tenant’s occupancy and use of the Premises, and issuance of a Temporary Certificate of Occupancy. Landlord shall exercise commercially reasonable efforts (without any obligation to engage overtime labor or commence any litigation) to deliver possession of the Premises to Tenant in the condition specified in this Section 3.1 on or before the Anticipated Commencement Date. If Landlord, for any reason whatsoever, cannot deliver possession of the Premises to Tenant in the condition specified in this Section 3.1 on or before the Anticipated Commencement Date, this Lease shall not be void or voidable and Landlord shall not be in default or liable to Tenant for any loss or damage resulting therefrom; provided, however, if Landlord is unable to deliver possession of the Premises within ninety (90) days after the Anticipated Commencement Date as a result of delays attributable to Landlord (as opposed to Tenant) in constructing the tenant improvements described in the. Work Letter, then Tenant may terminate this Lease by written notice to Landlord given within five (5) days after the end of such ninety (90) day period. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair, except for latent defects. No delay in delivery of the Premises for any reason whatsoever shall operate to extend the Expiration Date or the Term. In the event that the Premises are delivered to Tenant on any date other than the Anticipated Commencement Date set forth in the Basic Lease Information of this Lease, Landlord and Tenant shall execute a Confirmation of Term in the form as set forth in Exhibit E attached to this Lease. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, Premises or the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. (A) Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty no representations to Tenant with respect to the condition of the 40th Floor Premises and/or the 42nd Floor Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with currently occupying the condition of 40th Floor Premises and the 42nd Floor Premises and agrees to take the same in its condition “"as is” " in the condition existing on the date hereof (subject to any maintenance or repair or restoration obligations of Landlord under the Lease, as of modified by this Amendment) and that, notwithstanding anything to the Execution Datecontrary contained in the Lease, and (b) as amended by this Amendment, Landlord shall have no obligation to perform any work, provide any work allowance or rent credit, alter, repair improve, decorate, or otherwise prepare the 40th Floor Premises and/or the 42nd Floor Premises for Tenant’s occupancy or to pay for or construct any improvements continued occupancy, except that (i) promptly following the date on which all occupants of the 41st Floor Premises shall vacate same, Landlord shall, at Landlord's expense, (x) remove the internal staircase connecting the 42nd Floor Premises to the Premises41st Floor Premises subject to the terms of this Paragraph 6 and (y) replace the floor slab, except excluding, however, any restoration work with respect to payment of the TI Allowance 42nd Floor Premises (other than replacing such floor slab) required in connection therewith (the work described in clauses (x) and (y) above, excluding any such restoration work, the Furniture Allowance. Notwithstanding "Staircase Work") and (ii) promptly following the foregoingdate on which Tenant gives Landlord notice that the Initial Alterations (as hereinafter defined) are substantially complete, and requests that Landlord commence such work, Landlord shall deliver possession of shall, at Landlord's expense, clean the perimeter induction units in the 42nd Floor Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating seal and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises repair any broken windows therein (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”"Post Initial Alterations Work"). It being agreed that neither Landlord nor Tenant shall have any obligation to perform any restoration work required in the 41st Floor Premises. Landlord shall perform the Post Initial Alterations Work and the Staircase Work in accordance with all applicable laws and in a good and workmanlike manner. Tenant shall provide Landlord with access to the 42nd Floor Premises and (if the 41st Floor Premises is vacated prior to the Effective Date, and Landlord commences the Staircase Work prior to the Effective Date) the 41st Floor Premises to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Tenant shall cooperate with Landlord by moving, and taking commercially reasonable steps to protect, Tenant’s taking of possession 's property to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Landlord shall not be liable to Tenant for any loss or damage to Tenant's property occurring during the performance of the Premises shallStaircase Work or the Post Initial Alterations Work, except to the extent arising as a result of Landlord's negligence or willful misconduct. Landlord shall use commercially reasonable efforts to minimize interference with the conduct of Tenant's business during Business Hours on Business Days in the 42nd Floor Premises during the performance of the Staircase Work and (without limiting the foregoing) agrees (i) to erect (around the area in which the Staircase Work will be performed) temporary barriers and (ii) to perform all unreasonably loud or otherwise agreed to in writing by Landlord and Tenant, conclusively establish that unreasonably disruptive portions of the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later Staircase Work during times other than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateBusiness Hours on Business Days. In the event that Landlord receives shall fail to complete the Staircase Work by the ninetieth (90th) day following the date on which Tenant gives Landlord notice that the 41st Floor Premises has been vacated by all occupants (including Tenant) which ninety (90) day period shall be extended by delays referred to in Section 25.01 of the Lease, then Tenant shall be entitled to a Shortfall Notice credit in the amount of Three Thousand Five Hundred Twelve Dollars and Forty-Eight Cents ($3,512.48) per day for each day in the period from such ninetieth (90th) day (as may be extended as aforesaid) until the date on which the Staircase Work is Substantially Complete (as hereinafter defined). The term "Substantial Completion" or before words of similar import shall mean that the Shortfall Notice Deadlineapplicable work has been substantially completed in accordance with the applicable plans and specifications, and provided thatif any, (r) the Delivery Shortfall was not caused by (or did not arise from) it being agreed that (i) such work shall be deemed substantially complete notwithstanding the misusefact that minor or insubstantial details of construction or demolition, misconduct, damage, destruction, negligence and/or any other action mechanical adjustment or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesdecorative items remain to be performed, (ii) with respect to work that is being performed in the Premises, such work shall be deemed substantially complete only if the incomplete elements thereof do not interfere materially with Tenant’s failure to properly repair or maintain 's use and occupancy of the Premises as required by this Leasefor the conduct of business, or delay or materially interfere with the completion of the construction of the Initial Alterations and (iii) with respect to any modificationsdelays caused by Long Lead Work or Tenant Work Delays, Alterations the applicable work shall be deemed substantially completed (as such terms are hereinafter defined) upon the date such work would have been completed but for such delays. The term "Long Lead Work" shall mean any item which is not a stock item and must be specially manufactured, fabricated or improvements constructed by installed or on behalf is of Tenant such an unusual, delicate or fragile nature that there is a substantial risk that (including the Tenant Improvementsi) there will be a delay in its manufacture, fabrication, delivery or installation, or (ivii) any after delivery of such item will need to be reshipped or redelivered or repaired so that, in Landlord's reasonable judgment, the item in question cannot be completed when the standard items are completed even though the items of Long Lead Work in question are (1) ordered together with the other event, circumstance items required and (2) installed or other factor arising or occurring performed (after the Term Commencement Date manufacture or fabrication thereof) in order and (s) Landlord agrees sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice. In addition, Long Lead Work shall include any standard item, which in accordance with good construction practice should be completed after the Delivery Shortfall referenced completion of any item of work in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to nature of the contrary items described in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure sentence. The term "Tenant Work Delays" shall mean act or omissions of Tenant or its agents or employees that in fact delay Landlord in the performance of the Existing Building Systems to be work in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofquestion.

Condition of Premises. Landlord represents to Tenant that, on the date on which Landlord delivers the Premises to Tenant with the Tenant Improvements (or the applicable portion thereof) Substantially Complete, all base building systems within the Premises (or the applicable portion thereof), including the HVAC (as hereinafter defined), electrical, life safety and plumbing systems, shall be in good working order (provided that the sole remedy for any breach of the foregoing representation shall be that Landlord shall promptly repair or remedy the violation of the foregoing representation at its sole cost, provided that Landlord may include the costs thereof in Operating Expenses to the extent that Landlord is permitted to do so under Article 9 below, and Tenant shall not be entitled to any monetary damages for any breach of such representation). Except as set forth in the immediately foregoing sentence, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Without in any way derogating from Landlord’s ongoing maintenance, repair and restoration obligations set forth elsewhere in this Lease, Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and subject to Landlord’s obligation to complete the Tenant Improvements, agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) except for the Tenant Improvements, Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except for performance of the Tenant Improvements and with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Subject to the performance by Landlord of its obligations under the Tenant Work Letter attached hereto as Exhibit "D," Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and 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 condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s 's business. , and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition “decision to enter into this Lease and let the Premises in an "as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance" condition. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails but subject to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then payment by and/or reimbursement from Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) extent permitted under Article 3 above: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Project pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Project, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Leaseor the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise, and (iii) to comply with any modificationsfederal, Alterations state or improvements constructed by local law, rule or on behalf of order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant (including the as possible, but in no event shall Tenant Improvements) be permitted to withhold or (iv) any other event, circumstance reduce Basic Rental or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same, or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations, except as expressly provided in Article 13.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any No promise to alter, remodel, or improve --------------------- the premises or the Building and no representation or warranty with respect to respecting the condition of the Premises, premises or the Building or the Project, or with respect have been made by Lessor to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessLessee except as expressly set forth in this Paragraph. Tenant Lessee acknowledges that (a) it Lessee is fully familiar with taking the condition of the Premises and agrees to take the same premises in its condition “their then-existing, "as is” as " condition, without representation or warranty of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancekind from Lessor. Notwithstanding the foregoing, Landlord Lessor, at no cost to Lessee, shall deliver possession of have completed the Premises following by July 1, 1998 (subject to Tenant delays caused by weather and the ability to receive required materials and equipment: (mi) premises front entry walls shall be repaired, marred or damaged ceiling tiles shall be replaced, all burned out or broken light bulbs and ballasts shall be replaced, and the premises shall be in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfiedcondition; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this LeaseBuilding structure integrity shall be intact, in Lessor's reasonable estimation; (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or roof membrane shall be in watertight condition; (iv) any other eventthe existing HVAC system shall have been serviced and repaired if required, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or order; (v) all existing electrical and lighting systems and fixtures shall be in connection with good working order; (ivi) any existing fire protection system shall be in good working order; (vii) the misuseexisting plumbing system shall be in good working order; (viii) other existing interior fixtures shall be in good working order; (ix) the front flower garden shall be refreshed; (x) the fence surrounding the location of the former generator shall be removed; and (xi) a new refrigerator or refrigerator/freezer, misconductat Lessee's election, damageshall be installed. Lessor shall use good faith efforts to complete the foregoing, destructionif delayed by weather or availability of equipment or materials, negligence and/or any other action or omission as quickly as is reasonably possible. Within a reasonable period after Lessee notifies Lessor that Lessee has completed its initial Lessee Improvements in the premises, Lessor shall have the premises windows washed, and shall patch and paint as necessary the premises walls. Lessee waives all right to make repairs at the expense of Tenant, Tenant’s contractors or subcontractorsLessor, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain deduct the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Datecost thereof from Rent, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofLessee waives all rights under Sections 1941 and 1942 of the Civil Code of the State of California.

Condition of Premises. Landlord represents to Tenant that, on the date on which Landlord delivers the Premises to Tenant with the Tenant Improvements Substantially Complete, all base building systems within the Premises, including the HVAC (as hereinafter defined), electrical, life safety and plumbing systems, shall be in good working order (provided that the sole remedy for any breach of the foregoing representation shall be that Landlord shall repair or remedy the violation of the foregoing representation at its sole cost, provided that Landlord may include the costs thereof in Operating Expenses or Laboratory Support Expenses to the extent that Landlord is permitted to do so under Article 9 below, and Tenant shall not be entitled to any monetary damages for any breach of such representation). Except as set forth in the immediately foregoing sentence, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment for performance of the TI Allowance Tenant Improvements and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Work. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Tenant agrees that Tenant is familiar with the condition of the Premises, and Tenant hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis, subject to the obligation of Landlord to complete the Work Items (hereinafter defined). Tenant acknowledges that neither Landlord nor Agent nor any agent representative of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building foregoing or the Project, or with respect to the suitability of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business's intended use. Tenant acknowledges represents and warrants that Tenant has made its own inspection of the foregoing. Neither Landlord nor Agent shall be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) it is fully familiar as set forth in SECTION 3.1, SECTION 13.2, AND SECTION 18 and (b) with respect to all (if any) repairs and improvements expressly and specifically described in EXHIBIT "B" attached hereto ("WORK ITEMS"). Landlord shall complete the condition Work Items in a good and workmanlike manner. The Premises shall be deemed ready for occupancy by Tenant when (a) the Township of Uwchlan, Pennsylvania has issued a certificate of occupancy for the Premises and agrees to take the same in its condition “as is” as of the Execution DatePremises, and (b) the Work Items have been completed except for such items of finishing and construction of such nature which are not necessary to make the Premises reasonably tenantable for Tenant's use; Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant incomplete items within thirty (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9030) days after the Execution Date. In the event that Commencement Date Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsagrees to make reasonable efforts to enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if any, issued in connection with any of their respective employeesthe Work Items. If the cost of the Work Items exceeds Fifty-Six Thousand Dollars ($56,000.00), agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at prior to incurring such additional expense, contact Tenant and request Tenant's consent to such additional expense. If Tenant does not respond within 24 hours of Landlord’s expense (and not as an Operating Expense)'s request, promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall request for additional cost shall be deemed approved. If Tenant agrees to have occurred as a result thereofthe additional expense, Tenant shall pay such excess to Landlord within fifteen (15) days after the presentation by Landlord to Tenant of invoices therefor.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Prior to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver delivering possession of the Premises to Tenant Tenant, Landlord will have performed certain work in the Premises, as more particularly described on Exhibit H to this Lease (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Landlord Delivery ObligationWork”). The Landlord Delivery Work shall be completed and possession of the Premises shall be delivered to Tenant on or before the Commencement Date. If Landlord fails to complete the Landlord Delivery Work on or before the Commencement Date for any reason not due to the fault of Tenant, and provided Tenant has procured all requisite permits and is fully prepared to commence the performance of its “Work” (as that term is defined in the Workletter attached to this Lease as Exhibit F (the “Workletter”)) but is unable to do so solely and directly due to Landlord’s failure to timely complete the Landlord Delivery Work, then the Rent Commencement Date will be postponed by one (1) additional day for each day of such delay after April 1, 2005 until Landlord has completed the Landlord Delivery Work. Tenant’s taking acceptance of possession of the Premises shallwill be deemed conclusive evidence that Tenant has approved and accepted the Premises in their “AS-IS” condition on the date Tenant accepts possession, except as otherwise agreed for any latent defects, provided Landlord has completed the Landlord Delivery Work. Landlord has no obligation to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or make any other action changes or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure improvements to properly repair or maintain the Premises except as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf may be described in the Workletter. The cost of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything changes and/or improvements to the contrary in this Lease, Landlord Premises shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified be paid for exclusively by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under manner set forth in the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWorkletter.

Condition of Premises. The Current Premises and the First Floor Premises have been delivered to Tenant and Tenant accepts occupancy thereof in their current “as is”, “where is” condition, subject only to Landlord’s maintenance, repair and any other obligations set forth in this Lease. Landlord shall deliver the Fifth Floor Premises (and if Tenant elects to have Landlord construct the Tenant Improvements in the Sixth Floor Premises as provided above, the Sixth Floor Premises) with the Tenant Improvements completed in a good and workmanlike manner, in compliance with all Laws, and otherwise subject to the terms and conditions of the Landlord-Managed Work Letter. If Tenant elects to manage the Tenant Improvements in the Sixth Floor Premises, then Landlord shall deliver the Sixth Floor Premises to Tenant in “as is”, “where is”, broom-clean and vacant condition. Notwithstanding the foregoing, in all events Tenant’s occupancy of any part of the Premises shall be subject to latent defects identified by Tenant to Landlord in writing within one (1) year of the Commencement Date or the Sixth Floor Premises Commencement Date, as applicable, and in accordance with and subject to any provisions of the Lease pertaining to Hazardous Materials and in substantial compliance with all building codes and ordinances applicable to the use and occupancy of the Fifth Floor Premises and the Sixth Floor Premises and with all currently installed HVAC, electric, lighting and plumbing installations located therein all being in good and proper working condition as would commonly be expected for a modern Class A suburban office building in Denver, Colorado (the “Landlord’s Work”) with the cost of same being at the sole cost and expense of Landlord, without any of such costs being part of the Operating Expenses, charged to Tenant, or being deducted from any applicable Allowance, and also subject to Landlord’s maintenance, repair and any other obligations set forth in this Lease. Landlord’s Work shall be completed on or before the Commencement Date or, as applicable, the Sixth Floor Premises Commencement Date and shall include, without limitation, the following: the Building structural systems, roof system, plumbing systems (including, without limitation, all connections and distribution of plumbing to internal appliances), unless modified as part of Tenant’s Work (hereinafter defined), window systems, window covering, elevator systems, restrooms; the base building HVAC mechanical systems (including, without limitation, all connections and distribution to or of HVAC internal appliances), unless modified as part of the Tenant’s Work; and the base building electrical systems (to include all connections and distribution of electricity to the Premises), unless unreasonably modified as part of the Tenant’s Work. Notwithstanding the foregoing, nothing herein shall be construed to mean that Landlord shall be prevented from performing normal maintenance and repairs following the Commencement Date or Sixth Floor Premises Commencement Date, as applicable, and passing the documented, out-of-pocket cost of same through to Tenant as part of normal Operating Expenses, to the extent that such expenses would otherwise be includable as a part of Operating Expenses hereunder. If a non-compliance with such warranty exists for the Fifth Floor Premises as of the Commencement Date or for the Sixth Floor Premises as of the Sixth Floor Premises Commencement Date, or if one of such operating systems or elements should malfunction or fail within the warranty period below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be the longer of nine (9) Months after delivery of the Fifth Floor Premises or the Sixth Floor Premises, respectively, to Tenant, including any Early Occupancy under Section 4.4 below or such longer warranty period(s) as Landlord may have from any contractors or other third parties. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense, unless such repair would otherwise be an obligation of Landlord hereunder. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectProperty or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. , and Tenant acknowledges that (a) it is fully familiar with the condition of shall accept the Premises and agrees to take the same in its then as-is condition “as is” as of the Execution Dateon delivery by Landlord, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking acceptance of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively Tenant shall establish that the Premises, the Building and the Project Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items identified by the parties to be corrected by Landlord, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant mayany, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing provided in the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork Letter.

Condition of Premises. Landlord and Tenant acknowledges acknowledge that neither Landlord nor any agent of Landlord Tenant has made any representation or warranty with respect been occupying the Premises pursuant to the condition of Lease, and Tenant continues to accept the PremisesPremises in its presently existing, the Building "as is" condition. Landlord shall not be obligated to provide or the Project, pay for any improvement work or with respect services related to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition improvement of the Premises except as expressly set forth in Section 2.2, below. Landlord and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord Tenant hereby acknowledge that Tenant shall have no obligation the right to alteruse the atrium area on the ninth (9th) floor, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements adjacent to the Premises, except with respect to payment as set forth on Exhibit A of the TI Allowance Office Lease during daylight hours; provided, however, Tenant agrees that so long Tenant has the use of the atrium area, Tenant shall maintain the atrium area clean and free of litter and/or debris and shall use and maintain the area in a safe manner to avoid the creation of any dangerous conditions. No planters or equipment of the Landlord may be moved or removed without the Landlord's prior written consent. In addition, Tenant acknowledges that it has been informed that the walking area and the Furniture Allowance. Notwithstanding stepping stones located in the foregoingatrium area have an uneven surface and present a potentially dangerous condition, Landlord shall deliver possession of the Premises and is to Tenant (m) in broom clean condition and (n) with the existing base building heatingbe used by Tenant, ventilating and air conditioning system and the existing base building electricalits respective officers, lighting and plumbing systemsagents, in each case serving the Premises servants, employees, independent contractors and/or invitees (collectively, "Tenant Parties"), at their own risk. Tenant hereby assumes all risk of damage to property or injury to persons in, upon or about the “Existing Building Systems”atrium area from any cause whatsoever and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees and independent contractors (collectively, "Landlord Parties") in good working order (“Landlord’s Delivery Obligation”)shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the use thereof, which damage is sustained by Tenant or any person claiming through Tenant. Tenant’s taking of possession of the Premises shallFurthermore, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish Tenant acknowledges that the Premises, air space above the Building and atrium area will carry noise to the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation tenth (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”10th) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinefloor area, and provided that, (r) Tenant agrees not to allow loud sounds or noise in the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any atrium area which would unreasonably interfere with other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfalltenants' quiet enjoyment. Notwithstanding anything to the contrary Nothing contained in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Section 2.1 shall be deemed to have occurred be a waiver of any of Tenant's rights or remedies as a result thereofspecifically set forth in the Lease, as hereby amended.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord 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 Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date. Notwithstanding anything to the contrary set forth in this Lease (except the following sentence), Landlord shall, at its sole expense, cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building and/or the Premises), as of the Lease Commencement Date, to be in good working order, to be in good condition (other than routine repair and maintenance), and to be in compliance with all applicable laws, and any expenses incurred by Landlord to comply with the provisions of this sentence shall not be included in any Operating Expenses that may be charged to Tenant in any manner under this Lease. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of such good working order or good condition matters within twelve (12) months after the Lease Commencement Date, then the correction of any such matters shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord hereby assigns to Tenant, on a non-exclusive basis, all warranties and guaranties by the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to or arising out of the design and construction of the Tenant Improvements. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(€ of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsapplicable laws, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or date hereof; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the “CASp Reports”) the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant’s receipt thereof; (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Dateapplicable laws to correct such violations, and in any Tenant shall reimburse Landlord for the cost of such caseimprovements, no Delivery Shortfall shall be deemed to have occurred as a result thereofalterations, modifications and/or repairs within ten (10) business days after Xxxxxx’s receipt of an invoice therefor from Landlord.

Condition of Premises. Tenant acknowledges that neither represents, warrants and covenants to Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition that, as of the Premisesdate of this Lease, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition has conducted its own investigation of the Premises and agrees the physical condition thereof, including, without limitation, the accessibility and location of utilities, the improvements, the presence of Hazardous Substances (defined hereinafter), and any other matters which in Tenant’s judgment might affect or influence Tenant’s use of the Premises or Tenant’s willingness to take enter into this Lease. Tenant recognizes that Landlord would not lease the same in its condition Premises except on an “as is” basis, subject to those improvements outlined in the Work Letter attached hereto as of the Execution DateEXHIBIT C, and (b) acknowledges that, except as set forth in this Lease, Landlord has made no representation of any kind in connection with the improvements to, or the physical conditions on, or bearing on the use of, the Premises. Tenant shall rely solely on Tenant’s own inspection and examination of such items and not on any representations of Landlord, express or implied. Landlord shall have deliver the Premises to Tenant in the same arrangement and condition as the Premises now are, reasonable wear and tear excepted, and that Landlord, except as stated in EXHIBIT C, has no obligation to alter, repair repair, renovate, or otherwise prepare the Premises render fit for Tenant’s occupancy or to pay for or construct occupancy, any improvements to part of the Premises, except with respect to payment . Upon execution of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoffully satisfied with the results of Tenant’s inspection and examination of all such items.

Condition of Premises. Except as otherwise provided herein to the contrary, (i) Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” and “without any representations or warranties,” so long as the Building and the Premises are in Base Building Condition when the Premises is delivered to Tenant, and (ii) Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s Permitted Use, and, except as otherwise provided herein, Tenant does hereby waive and disclaim any Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s Permitted Use. Tenant acknowledges that that, except as specifically set forth in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. Permitted Use, and Tenant acknowledges expressly represents and warrants that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees the Building in Tenant’s decision to take enter into this Lease and let the same Premises in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation condition. The Tenant Improvements to alter, repair or otherwise prepare be constructed in the Premises for Tenant’s occupancy or to pay for or construct any improvements pursuant to the Premisesterms and conditions of Exhibit B attached hereto, except together with respect any subsequent Alterations during the Term of this Lease, may be collectively referred to payment of herein as the TI Allowance and the Furniture Allowance. “Premises Improvements.” Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense sole cost and expense, cure all latent defects in the Base Building Condition within thirty (30) days following Landlord’s receipt of written notice of the same, or such longer period as may be reasonably necessary under the circumstances, provided that Landlord commences such cure within said thirty (30) day period and not as an Operating Expense)thereafter diligently and continuously prosecutes such cure to completion. Landlord reserves the right from time to time: (i) to install, promptly remedy the Delivery Shortfall. Notwithstanding anything use, maintain, repair, replace and relocate for service to the contrary Premises (but above the Premises ceiling or behind Premises walls if commercially practicable under the circumstances, and provided that such activity does not reduce the useable space in the Premises [collectively, the “Limitation”]) and/or other parts of the Building, facilities, pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises (subject to the Limitation) or Building, and provided that the foregoing shall be subject to payment and/or reimbursement from Tenant only to the extent otherwise provided in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Building Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise (subject to the Limitation) and (iii) to comply with any modificationsLaw with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, Alterations but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance reduce Rent or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. The Initial Premises are currently occupied by Tenant acknowledges that neither Landlord nor any agent of and have been accepted in their AS IS condition and Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to altermake any improvement to the Initial Premises, repair provided however, that Landlord shall contribute an amount (the "Contribution") equal to One Million Nine Hundred Thirty-Six Thousand Four Hundred Fifty-Five and No/100 Dollars ($1,936,455.00)(based on $15.00 per rentable square foot) to be applied to Tenant's completion of such improvements and additions to the Initial Premises as Tenant deems desirable including all construction improvements, architectural and engineering fees, third party construction consultants, FF&E expenses, or otherwise prepare teledata related costs (the Premises "Tenant Work"). The Contribution shall be distributed in accordance with the terms and conditions set forth in Exhibit B or applied as a Rent Credit as hereinafter --------- provided. Tenant shall complete the Work in accordance with the terms of this Lease, including, without limitation, Exhibit B. The Contribution shall be --------- available for Tenant’s occupancy or to pay for or construct any improvements to 's use anytime from the Premisesdate this Lease is fully executed by both parties through June 30, except with respect to payment 2002. If the costs of completing the Tenant Work exceeds the sum of the TI Allowance and Contribution, Tenant shall pay all such costs. All requests for disbursements from the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice Contribution must be received by Landlord no later than October 31, 2001. Any unused portion of the date Contribution which is not disbursed by December 31, 2001, as provided above, shall be applied against the next installments of Rent due from Tenant (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date"Rent Credit"). In the event that Landlord receives a Shortfall Notice Tenant fails to use all of the Contribution as set forth above, or apply it as Rent Credit, on or before December 31, 2002, Landlord shall have no further obligation to either disburse such remaining funds or to apply such remaining funds as Rent Credit and any unused Contribution shall be retained by Landlord for its own use. No agreement of Landlord to alter, remodel, decorate, clean or improve the Shortfall Notice DeadlineInitial Premises, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed the Real Property and no representation regarding the condition of the Initial Premises or the Premises or the Real Property has been made by or on behalf of Tenant Landlord to Tenant, except as may be specifically stated in this Lease (including the Tenant Improvementsincluding, without limitation, Articles Twenty-Seven and Twenty-Eight) or (iv) any other event, circumstance or other factor arising or occurring after in the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWorkletter.